Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
NEWACBLOGOSA06.JPG
_______________________________________________
FORM 10-Q
_______________________________________________
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2017
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the transition period from              to             
COMMISSION FILE NO. 001 -37615
_________________________________________________
ATLANTIC CAPITAL BANCSHARES, INC.
(Exact Name of Registrant as Specified in its Charter)
_________________________________________________
Georgia
20-5728270
(State of Incorporation)
(I.R.S. Employer Identification No.)
 
 
3280 Peachtree Road NE, Suite 1600 Atlanta, Georgia
30305
(Address of principal executive offices)
(Zip Code)
 
(404) 995-6050
 
 
(Registrant’s telephone number, including area code)
 
 
Not Applicable
 
 
(Former name, former address, and former fiscal year, if changed since last report)
 
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   ý     No   ¨
Indicate by check mark whether the Registrant has submitted electronically and posted on its Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).    Yes   ý     No   ¨
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
¨
 
Accelerated filer
ý
Non-accelerated filer
¨
(Do not check if a smaller reporting company)
 
 
 
 
Smaller reporting company
¨
 
 
 
Emerging growth company
ý
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ¨     No   ý
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: Common Stock, no par value: 25,728,186 shares outstanding as of November 1, 2017


Table of Contents

Atlantic Capital Bancshares, Inc. and Subsidiary
Form 10-Q
INDEX
 
 
 
Page
No.
PART I.
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
PART II.
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Item 5.
 
 
 
Item 6.
 
 
 
 
 


Table of Contents

PART I - FINANCIAL INFORMATION
 
ITEM 1.
FINANCIAL STATEMENTS (UNAUDITED)

Atlantic Capital Bancshares, Inc. and Subsidiary
Consolidated Balance Sheets
 
 
September 30,
2017
 
December 31,
2016
(in thousands, except share data)
 
(unaudited)
 
ASSETS
 
 
 
 
Cash and due from banks
 
$
35,504

 
$
36,790

Interest-bearing deposits in banks
 
40,558

 
118,039

Other short-term investments
 
5,189

 
10,896

Cash and cash equivalents
 
81,251

 
165,725

Securities available-for-sale
 
447,005

 
347,705

Other investments
 
35,818

 
23,806

Loans held for sale
 
3,274

 
35,219

Loans held for investment
 
1,905,432

 
1,981,330

Less: allowance for loan losses
 
(18,870
)
 
(20,595
)
Loans held for investment, net
 
1,886,562

 
1,960,735

Branch premises held for sale
 


2,995

Premises and equipment, net
 
11,747

 
11,958

Bank owned life insurance
 
63,284

 
62,160

Goodwill and intangible assets, net
 
27,945

 
29,567

Other real estate owned
 
1,494

 
1,872

Other assets
 
80,032

 
85,801

Total assets
 
$
2,638,412

 
$
2,727,543

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
Liabilities:
 
 
 
 
Deposits:
 
 
 
 
Noninterest-bearing demand
 
$
599,292

 
$
643,471

Interest-bearing checking
 
270,740

 
264,062

Savings
 
30,131

 
27,932

Money market
 
865,238

 
912,493

Time
 
144,250

 
157,810

Brokered deposits
 
193,994

 
200,223

Total deposits
 
2,103,645

 
2,205,991

Deposits to be assumed in branch sale
 


31,589

Federal Home Loan Bank borrowings
 
125,000

 
110,000

Long-term debt
 
49,493

 
49,366

Other liabilities
 
35,520

 
26,939

Total liabilities
 
2,313,658

 
2,423,885

SHAREHOLDERS’ EQUITY
 
 
 
 
Preferred Stock, no par value – 10,000,000 shares authorized; no shares issued and outstanding as of September 30, 2017 and December 31, 2016
 

 

Common stock, no par value – 100,000,000 shares authorized; 25,716,418 and 25,093,135 shares issued and outstanding as of September 30, 2017, and December 31, 2016, respectively
 
298,469

 
292,747

Retained earnings
 
28,147

 
16,536

Accumulated other comprehensive (loss) income
 
(1,862
)
 
(5,625
)
Total shareholders’ equity
 
324,754

 
303,658

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
 
$
2,638,412

 
$
2,727,543


See Accompanying Notes to Consolidated Financial Statements
1


Atlantic Capital Bancshares, Inc. and Subsidiary
Consolidated Statements of Income
(Unaudited)
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
(in thousands, except per share data)
2017
 
2016
 
2017
 
2016
INTEREST INCOME
 
 
 
 
 
 
 
Loans, including fees
$
21,491

 
$
20,511

 
$
62,846

 
$
60,418

Investment securities – available-for-sale
2,298

 
1,293

 
6,671

 
4,221

Interest and dividends on other interest-earning assets
562

 
491

 
1,617

 
1,271

Total interest income
24,351

 
22,295

 
71,134

 
65,910

INTEREST EXPENSE
 
 
 
 
 
 
 
Interest on deposits
2,693

 
1,956

 
7,221

 
5,470

Interest on Federal Home Loan Bank advances
459

 
133

 
1,213

 
324

Interest on federal funds purchased and securities sold under agreements to repurchase
84

 
37

 
196

 
191

Interest on long-term debt
824

 
815

 
2,471

 
2,457

Other

 

 

 
38

Total interest expense
4,060

 
2,941

 
11,101

 
8,480

NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES
20,291

 
19,354

 
60,033

 
57,430

Provision for loan losses
322

 
463

 
2,936

 
1,608

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
19,969

 
18,891

 
57,097

 
55,822

NONINTEREST INCOME
 
 
 
 
 
 
 
Service charges
1,247

 
1,270

 
3,870

 
4,160

(Loss) gain on sales of securities available-for-sale
(80
)
 

 
(80
)
 
44

Gain on sales of other assets
44

 
71

 
788

 
150

Mortgage income
320

 
632

 
965

 
1,418

Trust income
437

 
361

 
1,332

 
1,061

Derivatives income
(3
)
 
69

 
62

 
232

Bank owned life insurance
384

 
424

 
1,146

 
1,215

SBA lending activities
888

 
959

 
3,286

 
3,043

TriNet lending activities
20

 

 
60

 
1,144

Gains on sale of branches

 

 
302

 
3,885

Other noninterest income
220

 
216

 
890

 
950

Total noninterest income
3,477

 
4,002

 
12,621

 
17,302

NONINTEREST EXPENSE
 
 
 
 
 
 
 
Salaries and employee benefits
10,409

 
10,059

 
32,077

 
31,034

Occupancy
1,129

 
1,235

 
3,433

 
3,609

Equipment and software
776

 
862

 
2,577

 
2,272

Professional services
1,595

 
442

 
3,472

 
1,950

Postage, printing and supplies
63

 
61

 
226

 
389

Communications and data processing
982

 
617

 
3,038

 
2,227

Marketing and business development
272

 
269

 
721

 
853

FDIC premiums
308

 
415

 
754

 
1,306

Merger and conversion costs

 
579

 
304

 
2,538

Amortization of intangibles
391

 
520

 
1,286

 
1,950

Foreclosed property/problem asset expense
7

 
39

 
117

 
198

Other noninterest expense
1,572

 
2,198

 
4,866

 
6,179

Total noninterest expense
17,504

 
17,296

 
52,871

 
54,505

INCOME BEFORE PROVISION FOR INCOME TAXES
5,942

 
5,597

 
16,847

 
18,619

Provision for income taxes
1,890

 
1,889

 
5,236

 
6,833

NET INCOME
$
4,052

 
$
3,708

 
$
11,611

 
$
11,786

NET INCOME PER SHARE:
 
 
 
 
 
 
 
Net income per share – basic
$
0.16

 
$
0.15

 
$
0.45

 
$
0.48

Net income per share – diluted
$
0.16

 
$
0.15

 
$
0.45

 
$
0.47


See Accompanying Notes to Consolidated Financial Statements
2


Atlantic Capital Bancshares, Inc. and Subsidiary
Consolidated Statements of Comprehensive Income
(Unaudited)

 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
(in thousands)
2017
 
2016
 
2017
 
2016
Net income
$
4,052

 
$
3,708

 
$
11,611

 
$
11,786

Other comprehensive income
 
 
 
 
 
 
 
Unrealized gains (losses) on available-for-sale securities:
 
 
 
 
 
 
 
Unrealized holding gains (losses) arising during the period, net of tax of $272, ($329), $2,450, and $2,354, respectively
434

 
(524
)
 
3,916

 
3,771

Reclassification adjustment for losses (gains) included in net income net of tax of $31, $0, $31, and ($17), respectively
49

 

 
49

 
(27
)
Unrealized gains on available-for-sale securities, net of tax
483

 
(524
)
 
3,965

 
3,744

Cash flow hedges:
 
 
 
 
 
 
 
Net unrealized derivative gains (losses) on cash flow hedges, net of tax of ($46), ($169), ($125), and $301, respectively
(75
)
 
(269
)
 
(202
)
 
473

Changes from cash flow hedges
(75
)
 
(269
)
 
(202
)
 
473

Other comprehensive income, net of tax
408

 
(793
)
 
3,763

 
4,217

Comprehensive income
$
4,460

 
$
2,915

 
$
15,374

 
$
16,003







See Accompanying Notes to Consolidated Financial Statements
3


Atlantic Capital Bancshares, Inc. and Subsidiary
Consolidated Statements of Shareholders’ Equity
(Unaudited)

 
 
Common Stock
 
 
 
Accumulated Other Comprehensive Income (Loss)
 
 
(in thousands, except share data)
 
Shares
 
Amount
 
Retained Earnings
 
Total
Balance - December 31, 2015
 
24,425,546

 
$
286,367

 
$
3,141

 
$
(1,516
)
 
$
287,992

Comprehensive income:
 
 
 
 
 
 
 
 
 


Net Income
 

 

 
11,786

 

 
11,786

Change in unrealized gains on investment securities available-for-sale, net
 

 

 

 
3,744

 
3,744

Change in unrealized gains on cash flow hedges
 

 

 

 
473

 
473

Total comprehensive income
 
 
 
 
 


 
 
 
16,003

Issuance of restricted stock
 
91,486

 

 

 

 

Issuance of common stock for option exercises
 
366,918

 
2,568

 

 

 
2,568

Issuance of common stock for long-term incentive plan
 
66,149


884

 

 

 
884

Restricted stock activity
 

 
378

 

 

 
378

Stock-based compensation
 

 
638

 

 

 
638

Balance - September 30, 2016
 
24,950,099

 
$
290,835

 
$
14,927

 
$
2,701

 
$
308,463

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance - December 31, 2016
 
25,093,135

 
$
292,747

 
$
16,536

 
$
(5,625
)
 
$
303,658

Comprehensive income:
 
 
 
 
 
 
 
 
 
 
Net Income
 

 

 
11,611

 

 
11,611

Change in unrealized gains on investment securities available-for-sale, net
 

 

 

 
3,965

 
3,965

Change in unrealized gains (losses) on cash flow hedges
 

 

 

 
(202
)
 
(202
)
Total comprehensive income
 
 
 
 
 
 
 
 
 
15,374

Issuance of restricted stock
 
101,791

 

 

 

 

Issuance of common stock for option exercises
 
459,693


3,172

 

 

 
3,172

Issuance of common stock for long-term incentive plan
 
61,799

 
1,209

 

 

 
1,209

Restricted stock activity
 

 
869

 

 

 
869

Stock-based compensation
 

 
472

 

 

 
472

Balance - September 30, 2017
 
25,716,418

 
$
298,469

 
$
28,147

 
$
(1,862
)
 
$
324,754



See Accompanying Notes to Consolidated Financial Statements
4


Atlantic Capital Bancshares, Inc. and Subsidiary
Consolidated Statements of Cash Flows (Unaudited)
 
Nine Months Ended
 
September 30,
(in thousands)
2017
 
2016
OPERATING ACTIVITIES
 
 
 
Net income
$
11,611

 
$
11,786

Adjustments to reconcile net income to net cash provided by operating activities
 
 
 
Provision for loan losses
2,936

 
1,608

Depreciation, amortization, and accretion
4,088

 
4,550

Amortization of restricted stock compensation
869

 
378

Stock option compensation
472

 
638

Loss (gain) on sales of available-for-sale securities
80

 
(44
)
Loss on disposition of premises and equipment, net
347

 

Net gains on sales of other real estate owned
(267
)
 
(114
)
Gain on sale of tax credit
(426
)
 

Net increase in cash value of bank owned life insurance
(1,124
)
 
(1,167
)
Gain on bank owned life insurance

 
(27
)
Net gains on sale of branches
(302
)
 
(3,885
)
Origination of servicing assets
(749
)
 
(1,295
)
Proceeds from sales of SBA loans
34,448

 
41,890

Net gains on sale of SBA loans
(2,367
)
 
(2,743
)
Proceeds from sales of TriNet loans

 
97,039

Net gains on sale of TriNet loans

 
(1,144
)
Changes in operating assets and liabilities -
 
 
 
Net change in loans held for sale
7,587

 
(47,019
)
Net increase in other assets
(4,115
)
 
(8,929
)
Net increase (decrease) in accrued expenses and other liabilities
9,454

 
(2,237
)
Net cash provided by operating activities
62,542

 
89,285

 INVESTING ACTIVITIES
 
 
 
Activity in securities available-for-sale:
 
 
 
Prepayments
35,271

 
32,438

Maturities and calls
5,190

 
26,932

Sales
1,813

 
65,103

Purchases
(139,465
)
 
(117,950
)
Net decrease (increase) in loans held for investment
38,720

 
(294,337
)
Purchases of Federal Home Loan Bank stock, net
(721
)
 
(8,569
)
Purchases of Federal Reserve Bank stock, net
(91
)
 
(3,055
)
Proceeds from bank owned life insurance benefits

 
36

Proceeds from sales of other real estate
1,081

 
1,814

Net cash received (paid) for branch divestiture
5,379

 
(140,295
)
Purchases of premises and equipment, net
(1,353
)
 
(467
)
Net cash used in investing activities
(54,176
)
 
(438,350
)

See Accompanying Notes to Consolidated Financial Statements
5


 
Nine Months Ended
 
September 30,
(in thousands)
2017
 
2016
FINANCING ACTIVITIES
 
 
 
Net change in deposits
(111,371
)
 
116,885

Proceeds from Federal Home Loan Bank advances
1,404,000

 
915,000

Repayments of Federal Home Loan Bank advances
(1,389,000
)
 
(745,000
)
Proceeds from exercise of stock options
3,531

 
2,767

Net cash (used in) provided by financing activities
(92,840
)
 
289,652

NET CHANGE IN CASH AND CASH EQUIVALENTS
(84,474
)
 
(59,413
)
CASH AND CASH EQUIVALENTS – beginning of period
165,725

 
202,885

CASH AND CASH EQUIVALENTS – end of period
$
81,251

 
$
143,472

 
 
 
 
 
Nine Months Ended
 
September 30,
 
2017
 
2016
SUPPLEMENTAL SCHEDULE OF CASH FLOWS
 
 
 
Interest paid
$
12,270

 
$
9,386

Income taxes paid
$
840

 
$
3,462

 

See Accompanying Notes to Consolidated Financial Statements
6


ATLANTIC CAPITAL BANCSHARES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1 – ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Basis of Presentation
The accounting and financial reporting policies of Atlantic Capital Bancshares, Inc. (“Atlantic Capital” or the “Company”) and its subsidiary conform to accounting principles generally accepted in the United States of America (“GAAP”) and general banking industry practices. The accompanying interim consolidated financial statements have not been audited. All material intercompany balances and transactions have been eliminated.
In management’s opinion, all accounting adjustments necessary to accurately reflect the financial position and results of operations on the accompanying financial statements have been made. These adjustments are normal and recurring accruals considered necessary for a fair and accurate presentation. The accompanying consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in Atlantic Capital’s filing on Form 10-K. The results for interim periods are not necessarily indicative of results for the full year or any other interim periods. Certain prior period amounts have been reclassified to conform to the current year presentation.
NOTE 2 – ACCOUNTING STANDARDS UPDATES AND RECENTLY ADOPTED STANDARDS
In August 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-12 - “ Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities .” The purpose of this updated guidance is to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. ASU 2017-12 is effective for public business entities for fiscal years beginning after December 15, 2018, with early adoption, including adoption in an interim period, permitted. Atlantic Capital plans to adopt ASU 2017-12 on January 1, 2018. The guidance requires a modified retrospective transition method resulting in the cumulative effect of the change on the opening balance of each affected component of equity in the statement of financial position as of the date of adoption. Atlantic Capital does not expect adoption to have a material impact on its consolidated financial statements.
In May 2017, the FASB issued ASU 2017-09 - “ Compensation - Stock Compensation (Topic 718): Scope and Modification Accounting .” The amendments in this ASU provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in accordance with Topic 718. The amendments will be effective for interim and annual reporting periods beginning after December 15, 2017. This ASU is not expected to have a material impact on Atlantic Capital’s consolidated financial statements.
In March 2017, the FASB issued ASU 2017-08 “ Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities .” This guidance shortens the premium amortization period for certain callable debt securities by requiring amortization to the earliest call date. The standard is effective for public companies for annual and interim periods beginning after December 15, 2020. The adoption of this update is not expected to have a material impact on Atlantic Capital’s consolidated financial statements.
In January 2017, the FASB issued ASU 2017-04, “ Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ,” which intends to simplify goodwill impairment testing by eliminating the second step of the analysis under which the implied fair value of goodwill is determined as if the reporting unit were being acquired in a business combination. The update instead requires entities to compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for any amount by which the carrying amount exceeds the reporting unit’s fair value, to the extent that the loss recognized does not exceed the amount of goodwill allocated to that reporting unit. ASU 2017-04 must be applied prospectively and is effective for the Company on January 1, 2020. Early adoption is permitted. Atlantic Capital does not expect the new guidance to have a material impact on its financial condition or results of operation.
In August 2016, the FASB issued ASU 2016-15, “ Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments ,” to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments provide guidance on the following eight specific cash flow issues: 1) debt prepayment or debt extinguishment costs; 2) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; 3) contingent consideration payments made after a business combination; 4) proceeds from the settlement of insurance claims; 5) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; 6) distributions received from equity method investees; 7) beneficial interests in securitization transactions; and 8) separately identifiable cash flows and application of the predominance principle. The amendments are effective for public companies for fiscal years beginning after December 31, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. As this guidance only affects

7


the classification within the statement of cash flows, this ASU is not expected to have a material impact on the Company’s consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13 “ Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments. ” ASU 2016-13 requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities. ASU 2016-13 is effective for public companies for annual periods beginning after December 13, 2019, including interim periods within those fiscal years. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. Atlantic Capital is in the process of evaluating the impact of the adoption of ASU 2016-13 on the Company’s consolidated financial statements and disclosures.
In March 2016, the FASB issued ASU 2016-09, “ Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting .” The amendments in ASU 2016-09 simplify several aspects of accounting for employee share-based payments including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Some areas of the simplification apply only to nonpublic entities. The new guidance will require all income tax effects of awards to be recognized as income tax expense or benefit in the income statement when the awards vest or are settled and additional paid in capital pools will be eliminated. The guidance requires companies to present excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity. Companies will be required to account for forfeitures of share-based payments by recognizing forfeitures of awards as they occur or estimating the number of awards expected to be forfeited and adjusting the estimate when it is likely to change, as currently required, through an accounting policy election. The guidance will increase the amount an employer can withhold to cover income taxes on awards and still qualify for the exception to liability classification for shares used to satisfy the employer’s income tax withholding obligation. The guidance requires an employer to classify the cash paid to a tax authority when shares are withheld to satisfy its statutory income tax withholding obligation as a financing activity on the statement of cash flows. ASU 2016-09 became effective for the Company on January 1, 2017 and did not have a material effect on its financial position or results of operations.
In February 2016, the FASB issued ASU 2016-2, Leases . Under the new guidance, leases classified as operating leases under previous GAAP must be recorded on the balance sheet. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition, and provides for certain practical expedients. Atlantic Capital is evaluating the significance and other effects of adoption on the consolidated financial statements and related disclosures.
In January 2016, the FASB issued ASU 2016-1, “ Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Liabilities .” The guidance in this update requires that equity investments (except those accounting for under the equity method of accounting) be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The guidance also simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. In addition, the guidance addresses various disclosure and presentation issues related to financial instruments. For public entities, this update is effective for fiscal years beginning after December 15, 2017 with early application permitted. The adoption of this update is not expected to have a material impact on Atlantic Capital’s consolidated financial statements.
In May 2014, the FASB issued ASU 2014-09, “ Revenue from Contracts with Customers .” This update is a joint project with the International Accounting Standards Board initiated to clarify the principles for recognizing revenue and to develop a common revenue standard that is meant to remove inconsistencies and weaknesses in revenue requirements, provide a more robust framework for addressing revenue issues, improve comparability of revenue recognition practices, provide more useful information to users of financial statements and simplify the preparation of financial statements. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. For public companies, this guidance is effective for annual and interim periods beginning after December 15, 2017. Because the guidance does not apply to revenue associated with financial instruments, including loans and securities, this ASU will not have a material impact on net interest income and securities gains. Atlantic Capital completed an initial evaluation of the impact to other revenue streams such as service charges and trust income, and believes the most significant changes will be related to disclosures.

8


NOTE 3 – ACQUISITIONS AND DIVESTITURES

On October 31, 2015, Atlantic Capital completed the acquisition of First Security Group, Inc. (“First Security”). First Security operated twenty-five branches in Georgia and Tennessee. In connection with the acquisition, Atlantic Capital acquired approximately $801.1 million of loans and assumed approximately $970.0 million of deposits.

Acquisition-related costs totaled $0 and $304,000 for the three and nine months ended September 30, 2017, respectively, and $579,000 and $2.5 million for the three and nine months ended September 30, 2016, respectively, and were included in noninterest expense in the consolidated income statement. Acquisition related costs primarily include severance costs, professional services, data processing fees related to systems conversion and other noninterest expenses.

Divestiture of Branches

On December 17, 2015, Atlantic Capital Bank, N.A. (the “Bank”) entered into two separate definitive agreements to sell seven branches in the Tennessee market. The agreement with First Freedom Bank included the sale of three branches located in Algood, Cookeville and Gainesboro, Tennessee for a premium of 2.25% of deposits. The agreement with Athens Federal Community Bank, N.A. included the sale of four branches in Athens, Lenoir City, Madisonville and Sweetwater, Tennessee for a premium of 3.50% of deposits. Both transactions closed in the second quarter of 2016 and resulted in a combined gain of $3.9 million as well as a reduction of approximately $191.0 million in deposits, approximately $34.7 million in loans and approximately $8.6 million in other assets. The gain was somewhat reduced by an impairment of $2.0 million in core deposit intangibles, which was offset by a $344,000 reversal in time deposit premium. There were also $305,000 of expenses associated with the divestitures included in noninterest expense in the second quarter of 2016.

On December 9, 2016, Atlantic Capital entered into a definitive agreement to sell one branch in Cleveland, Tennessee, to SmartBank. The sale closed in the second quarter of 2017, and resulted in a net gain of $302,000 as well as a reduction of approximately $21.9 million in deposits and approximately $27.3 million in loans and other assets. The gross gain of $533,000 was reduced by an impairment of $337,000 in core deposit intangibles, which was offset by a $106,000 reversal in time deposit premium. There were also $38,000 of expenses associated with the divestiture included in noninterest expense in the second quarter of 2017.

9


NOTE 4 – BALANCE SHEET OFFSETTING
Atlantic Capital enters into reverse repurchase agreements in order to invest short-term funds. Atlantic Capital enters into repurchase agreements for short-term financing needs.
The following table presents a summary of amounts outstanding under reverse repurchase agreements, repurchase agreements, and derivative financial instruments including those entered into in connection with the same counterparty under master netting agreements as of September 30, 2017 and December 31, 2016 . While these agreements are typically over-collateralized, U.S. GAAP requires disclosures in this table to limit the amount of such collateral to the amount of the related recognized asset or liability for each counterparty.
(in thousands)
 
 
 
 
 
 
 
 Gross Amounts not Offset in the Balance Sheet
 
 
September 30, 2017
 
Gross Amounts of Recognized Assets
 
Gross Amounts Offset on the Balance Sheet
 
Net Asset Balance
 
Financial Instruments
 
Cash Collateral Received
 
Net Amount
Reverse repurchase agreements
 
$
5,189

 
$

 
$
5,189

 
$
(5,189
)
 
$

 
$

Derivatives
 
3,993

 

 
3,993

 

 

 
3,993

Total
 
$
9,182

 
$

 
$
9,182

 
$
(5,189
)
 
$

 
$
3,993

 
 
 
 
 
 
 
 
 Gross Amounts not Offset in the Balance Sheet
 
 
 
 
Gross Amounts of Recognized Liabilities
 
Gross Amounts Offset on the Balance Sheet
 
Net Liability Balance
 
Financial Instruments
 
Cash Collateral Pledged
 
Net Amount
Repurchase agreements
 
$

 
$

 
$

 
$

 
$

 
$

Derivatives
 
4,184

 

 
4,184

 
(2,868
)
 
(1,316
)
 

Total
 
$
4,184

 
$

 
$
4,184

 
$
(2,868
)
 
$
(1,316
)
 
$

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Gross Amounts not Offset in the Balance Sheet
 
 
December 31, 2016
 
Gross Amounts of Recognized Assets
 
Gross Amounts Offset on the Balance Sheet
 
Net Asset Balance
 
Financial Instruments
 
Cash Collateral Received
 
Net Amount
Reverse repurchase agreements
 
$
10,896

 
$

 
$
10,896

 
$
(10,896
)
 
$

 
$

Derivatives
 
4,310

 

 
4,310

 

 

 
4,310

Total
 
$
15,206

 
$

 
$
15,206

 
$
(10,896
)
 
$

 
$
4,310

 
 
 
 
 
 
 
 
 Gross Amounts not Offset in the Balance Sheet
 
 
 
 
Gross Amounts of Recognized Liabilities
 
Gross Amounts Offset on the Balance Sheet
 
Net Liability Balance
 
Financial Instruments
 
Cash Collateral Pledged
 
Net Amount
Repurchase agreements
 
$

 
$

 
$

 
$

 
$

 
$

Derivatives
 
4,131

 

 
4,131

 
(1,818
)
 
(2,313
)
 

Total
 
$
4,131

 
$

 
$
4,131

 
$
(1,818
)
 
$
(2,313
)
 
$



10


NOTE 5 – SECURITIES
The following table presents the amortized cost, unrealized gains and losses, and fair value of securities available-for-sale at September 30, 2017 and December 31, 2016 .
 Available-For-Sale
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair Value
 
 
(in thousands)
September 30, 2017
 
 
 
 
 
 
 
 
Debt securities—
 
 
 
 
 
 
 
 
U.S. Government agencies
 
$
34,961

 
$
108

 
$
(286
)
 
$
34,783

U.S. states and political divisions
 
96,813

 
339

 
(3,373
)
 
93,779

Trust preferred securities
 
4,747

 

 
(72
)
 
4,675

Corporate debt securities
 
16,700

 
115

 
(659
)
 
16,156

Residential mortgage-backed securities
 
296,978

 
3,147

 
(2,513
)
 
297,612

Total
 
$
450,199

 
$
3,709

 
$
(6,903
)
 
$
447,005

 
 
 
 
 
 
 
 
 
December 31, 2016
 
 
 
 
 
 
 
 
Debt securities—
 
 
 
 
 
 
 
 
U.S. Government agencies
 
$
21,485

 
$
24

 
$
(357
)
 
$
21,152

U.S. states and political divisions
 
96,908

 
141

 
(6,877
)
 
90,172

Trust preferred securities
 
4,727

 

 
(202
)
 
4,525

Corporate debt securities
 
19,928

 
72

 
(769
)
 
19,231

Residential mortgage-backed securities
 
214,297

 
2,689

 
(4,361
)
 
212,625

Total
 
$
357,345

 
$
2,926

 
$
(12,566
)
 
$
347,705


The following table presents the amortized cost and fair value of debt securities by contractual maturity at September 30, 2017 . Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
 
 
Available-For-Sale
 
Amortized
Cost
 
Fair
Value
 
(in thousands)
Within 1 year
$
625

 
$
625

Over 1 year through 5 years
25,696

 
25,507

5 years to 10 years
53,041

 
52,506

Over 10 years
73,859

 
70,755

 
153,221

 
149,393

Residential mortgage-backed securities
296,978

 
297,612

Total
$
450,199

 
$
447,005



11


The following table summarizes available-for-sale securities in an unrealized loss position as of September 30, 2017 and  December 31, 2016 .
 
 
 
Less than 12 months
 
12 months or greater
 
Totals
Available-For-Sale
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
 
(in thousands)
September 30, 2017
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Government agencies
 
$
22,309

 
$
(221
)
 
2,582

 
$
(65
)
 
$
24,891

 
$
(286
)
U.S. states and political divisions
 
39,864

 
(1,038
)
 
36,070

 
(2,335
)
 
75,934

 
(3,373
)
Trust preferred securities
 

 

 
4,675

 
(72
)
 
4,675

 
(72
)
Corporate debt securities
 
3,501

 
(41
)
 
5,895

 
(618
)
 
9,396

 
(659
)
Residential mortgage-backed securities
 
77,392

 
(759
)
 
89,130

 
(1,754
)
 
166,522

 
(2,513
)
Totals
 
$
143,066

 
$
(2,059
)
 
$
138,352

 
$
(4,844
)
 
$
281,418

 
$
(6,903
)
December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Government agencies
 
$
12,250

 
$
(263
)
 
$
2,881

 
$
(94
)
 
$
15,131

 
$
(357
)
U.S. states and political divisions
 
87,511

 
(6,877
)
 

 

 
87,511

 
(6,877
)
Trust preferred securities
 

 

 
4,525

 
(202
)
 
4,525

 
(202
)
Corporate debt securities
 
7,886

 
(769
)
 

 

 
7,886

 
(769
)
Residential mortgage-backed securities
 
151,406

 
(3,231
)
 
32,550

 
(1,130
)
 
183,956

 
(4,361
)
Totals
 
$
259,053


$
(11,140
)
 
$
39,956

 
$
(1,426
)
 
$
299,009

 
$
(12,566
)

At September 30, 2017 , there were 245 available-for-sale securities that were in an unrealized loss position. Atlantic Capital does not intend to sell and does not believe it will be required to sell securities in an unrealized loss position prior to the recovery of their amortized cost basis. Unrealized losses at September 30, 2017 and December 31, 2016 were attributable to changes in interest rates.
Management evaluates securities for other-than-temporary impairment on a quarterly basis. Consideration is given to the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, among other factors. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and industry analysts’ reports. No impairment charges were recognized during the three or nine months ended September 30, 2017 or 2016 .
Realized gains and losses are derived using the specific identification method for determining the cost of securities sold. The following table summarizes securities sales activity for the three and nine months ended September 30, 2017 and 2016 .
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2017
 
2016
 
2017
 
2016
 
 
(in thousands)
Proceeds from sales
 
$
1,813

 
$

 
$
1,813

 
$
65,103

Gross realized gains
 

 

 

 
449

Gross realized losses
 
(80
)
 

 
(80
)
 
(405
)
Net gains on sales of securities
 
$
(80
)
 
$

 
$
(80
)
 
$
44


Investment securities with a carrying value of $100.0 million and $104.9 million were pledged to secure public funds and other borrowings at September 30, 2017 and December 31, 2016 , respectively.


12


NOTE 6 – LOANS AND ALLOWANCE FOR LOAN LOSSES
The composition of the loan portfolio as of September 30, 2017 and December 31, 2016 , is summarized below.
 
September 30,
2017
 
December 31,
2016
 
(in thousands)
Loans held for sale
 
 
 
Branch loans held for sale
$

 
$
30,917

Other loans held for sale
3,274

 
4,302

Total loans held for sale
$
3,274

 
$
35,219

 
 
 
 
Loans held for investment
 
 
 
Commercial loans:
 
 
 
Commercial and industrial
$
562,426

 
$
531,061

Commercial real estate
944,854

 
858,778

Construction and land
132,080

 
219,352

Mortgage warehouse participations
41,551

 
147,519

Total commercial loans
1,680,911

 
1,756,710

Residential:
 
 
 
Residential mortgages
101,976

 
101,921

Home equity
78,773

 
77,358

Total residential loans
180,749

 
179,279

Consumer
31,750

 
27,338

Other
16,106

 
21,565

Total loans
1,909,516

 
1,984,892

Less net deferred fees and other unearned income
(4,084
)
 
(3,562
)
Less allowance for loan losses
(18,870
)
 
(20,595
)
Loans held for investment, net
$
1,886,562

 
$
1,960,735


At September 30, 2017 and December 31, 2016 , loans with a carrying value of $473.5 million and $474.8 million , respectively, were pledged as collateral to secure FHLB advances and the Federal Reserve discount window.
At September 30, 2017 , the carrying value and outstanding balance of Purchased Credit Impaired (“PCI”) loans accounted for under ASC 310-30 was $12.1 million and $14.6 million , respectively. At December 31, 2016 , the carrying value and outstanding balance of PCI loans accounted for under ASC 310-30 was $15.3 million and $18.7 million , respectively. The following table presents changes in the value of the accretable yield for acquired loans accounted for under ASC 310-30.

 
 
For the Three Months Ended
 
For the Nine Months Ended
 
 
September 30, 2017
 
September 30, 2016
 
September 30, 2017
 
September 30, 2016
 
 
(in thousands)
Balance at beginning of period
 
$
3,130

 
$
1,826

 
$
3,467

 
$
2,369

Additions due to acquisitions
 

 

 

 

Accretion
 
(427
)
 
(341
)
 
(1,206
)
 
(884
)
Reclassification of nonaccretable discount due to change in expected cash flows
 
(202
)
 
2,404

 
142

 
2,404

Other changes, net
 
281

 
295

 
379

 
295

Balance at end of period
 
$
2,782

 
$
4,184

 
$
2,782

 
$
4,184


In addition to the accretable yield on PCI loans, the fair value adjustments on purchased loans outside the scope of ASC 310-30 are also accreted to interest income over the life of the loans. At September 30, 2017 , the remaining accretable fair value discount on loans acquired through a business combination and not accounted for under ASC 310-30 was $3.1 million compared to $3.9 million at December 31, 2016 .

13


The allowance for loan losses represents management’s estimate of probable incurred losses in the loan portfolio as of the end of the period. It is comprised of specific reserves for impaired loans and a general allowance for pools of loans with similar characteristics not individually evaluated. The allowance is regularly evaluated for loan losses to maintain an adequate level to absorb probable current inherent losses in the loan portfolio. Factors contributing to the determination of the allowance include the credit worthiness of the borrower, changes in the value of pledged collateral, and general economic conditions. Most loan commitments rated substandard or worse are specifically reviewed for loss potential. For loans deemed to be impaired, a specific allocation is assigned based on the losses expected to be realized from those loans.
The following table presents the balance and activity in the allowance for credit losses by portfolio segment for the three and nine months ended September 30, 2017 and 2016 .
 
 
2017
 
2016
Three Months Ended September 30,
 
Commercial
 
Residential
 
Consumer
 
Total
 
Commercial
 
Residential
 
Consumer
 
Total
 
 
(in thousands)
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
 
$
20,692

 
$
860

 
$
318

 
$
21,870

 
$
16,469

 
$
1,389

 
$
519

 
$
18,377

Provision for loan losses
 
273

 
55

 
(6
)
 
322

 
409

 
64

 
(10
)
 
463

Loans charged-off
 
(3,308
)
 
(31
)
 
(7
)
 
(3,346
)
 
(287
)
 
(9
)
 
(65
)
 
(361
)
Recoveries
 
16

 

 
8

 
24

 
34

 
7

 
14

 
55

Total ending allowance balance
 
$
17,673

 
$
884

 
$
313

 
$
18,870

 
$
16,625

 
$
1,451

 
$
458

 
$
18,534

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2017
 
2016
Nine Months Ended September 30,
 
Commercial
 
Residential
 
Consumer
 
Total
 
Commercial
 
Residential
 
Consumer
 
Total
 
 
(in thousands)
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
 
$
18,717

 
$
1,418

 
$
460

 
$
20,595

 
$
16,537

 
$
1,981

 
$
387

 
$
18,905

Provision for loan losses
 
3,152

 
(451
)
 
235

 
2,936

 
1,934

 
(503
)
 
177

 
1,608

Loans charged-off
 
(4,221
)
 
(85
)
 
(396
)
 
(4,702
)
 
(1,897
)
 
(34
)
 
(249
)
 
(2,180
)
Recoveries
 
25

 
2

 
14

 
41

 
51

 
7

 
143

 
201

Total ending allowance balance
 
$
17,673

 
$
884

 
$
313

 
$
18,870

 
$
16,625

 
$
1,451

 
$
458

 
$
18,534

The general component of the allowance for loan losses is based on the incurred losses inherent in the portfolio. The loss factors are determined through the generation of probabilities of default (“PDs”) and losses given default (“LGDs”) for groups of similar loans with similar credit grades where Loss Rate = PD x LGD. The PDs and LGDs for the loan portfolio are calculated based on Atlantic Capital’s loss history as well as available market-based data. The loss factor for each pool of loans is adjusted based on qualitative and environmental factors to account for conditions in the current environment which management believes are likely to cause a difference between the calculated loss based on historical performance and the incurred loss in the existing portfolio. These factors include: changes in policies and procedures, changes in the economy, changes in nature or volume of the portfolio and in the terms of loans, changes in lending management, changes in past dues and credit migration, changes in the loan review system, changes in the value of collateral and concentration risk and changes in external factors, such as competition, legal and regulatory. On a quarterly basis, management evaluates these factors in order to determine an adjustment unique to Atlantic Capital and its market.
Charge-offs are recognized when the amount of the loss is quantifiable and timing is known. Collateral based loan charge-offs are measured based on the difference between the loan’s carrying value, including deferred fees, and the estimated net realizable value of the loan. When assessing property value for the purpose of determining a charge-off, a third-party appraisal or an independently derived internal evaluation is generally employed.
A loan is considered to be impaired when, based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreement will not be collected. Loans for which the terms have been modified resulting in a concession, and for which the borrower is experiencing financial difficulties, are considered troubled debt restructurings (“TDRs”) and classified as impaired. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. A specific allowance is established for individually evaluated impaired loans as needed. Reserves on impaired loans are measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate or the observable market price, or the fair value of the underlying collateral of the loan if the loan is collateral dependent.

14


Atlantic Capital’s policy is to place loans on nonaccrual status, when, in the opinion of management, the principal and interest on a loan is not likely to be repaid in accordance with the loan terms or when the loan becomes 90 days past due and is not both well secured and in the process of collection. When a loan is classified on nonaccrual status, interest previously accrued but not collected is reversed against current interest revenue. Principal and interest payments received on a nonaccrual loan are applied to reduce outstanding principal.
PCI loans are considered past due or delinquent when the contractual principal or interest due in accordance with the terms of the loan agreement remains unpaid after the due date of the scheduled payment. Loans accounted for under ASC 310-30 were not classified as nonaccrual at September 30, 2017 or December 31, 2016 , as the carrying value of the respective loan or pool of loans’ cash flows were considered estimable and collection was probable. Therefore, interest revenue, through accretion of the difference between the carrying value of the loans and the expected cash flows (accretable yield), is being recognized on all acquired loans being accounted for under ASC 310-30.
The balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method is presented in the following table as of September 30, 2017 and December 31, 2016 .
September 30, 2017
 
Commercial
 
Residential
 
Consumer
 
Total
 
 
(in thousands)
Allowance for loan losses:
 
 
 
 
 
 
 
 
Ending allowance balance attributable to loans
 
 
 
 
 
 
 
 
Individually evaluated for impairment
 
$
490

 
$

 
$

 
$
490

Collectively evaluated for impairment
 
17,102

 
884

 
311

 
18,297

PCI
 
81

 

 
2

 
83

Total ending allowance balance
 
$
17,673

 
$
884

 
$
313

 
$
18,870

 
 
 
 
 
 
 
 
 
Loans:
 
 
 
 
 
 
 
 
Loans individually evaluated for impairment
 
$
9,049

 
$
719

 
$

 
$
9,768

Loans collectively evaluated for impairment
 
1,662,299

 
177,511

 
47,848

 
1,887,658

PCI
 
9,563

 
2,519

 
8

 
12,090

Total ending loans balance
 
$
1,680,911

 
$
180,749

 
$
47,856

 
$
1,909,516

 
 
 
 
 
 
 
 
 
December 31, 2016
 
Commercial
 
Residential
 
Consumer
 
Total
 
 
(in thousands)
Allowance for loan losses:
 
 
 
 
 
 
 
 
Ending allowance balance attributable to loans
 
 
 
 
 
 
 
 
Individually evaluated for impairment
 
$
2,626

 
$
58

 
$

 
$
2,684

Collectively evaluated for impairment
 
16,018

 
1,360

 
459

 
17,837

PCI
 
73

 

 
1

 
74

Total ending allowance balance
 
$
18,717

 
$
1,418

 
$
460

 
$
20,595

 
 
 
 
 
 
 
 
 
Loans:
 
 
 
 
 
 
 
 
Loans individually evaluated for impairment
 
$
13,687

 
$
398

 
$

 
$
14,085

Loans collectively evaluated for impairment
 
1,732,324

 
174,338

 
48,892

 
1,955,554

PCI
 
10,699

 
4,543

 
11

 
15,253

Total ending loans balance
 
$
1,756,710

 
$
179,279

 
$
48,903

 
$
1,984,892




15


The following tables present information on Atlantic Capital’s impaired loans for the three and nine months ended September 30, 2017 and 2016 :
 
For the Three Months Ended September 30,
 
2017
 
2016
 
Unpaid
Principal
Balance
 
Recorded
Investment
 
Related
Allowance
 
Average Balance of Recorded Investment While Impaired
 
Interest Income Recognized During Impairment
 
Unpaid
Principal
Balance
 
Recorded
Investment
 
Related
Allowance
 
Average Balance of Recorded Investment While Impaired
 
Interest Income Recognized During Impairment
 
(in thousands)
Impaired loans with no related allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
2,424

 
$
2,361

 
$

 
$
2,287

 
$
14

 
$
3,118

 
$
3,057

 
$

 
$
3,028

 
$
40

Commercial real estate
1,946

 
1,783

 

 
1,889

 

 

 

 

 

 

Construction and land

 

 

 

 

 

 

 

 

 

Residential mortgages
236

 
190

 

 
191

 

 

 

 

 

 

Home equity
529

 
529

 

 
531

 

 

 

 

 

 

Mortgage warehouse

 

 

 

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

 

 

 

Total
$
5,135

 
$
4,863

 
$

 
$
4,898

 
$
14

 
$
3,118

 
$
3,057

 
$

 
$
3,028

 
$
40

Impaired loans with an allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
4,333

 
$
4,333

 
$
356

 
$
4,375

 
$
49

 
$
4,461

 
$
4,461

 
$
481

 
$
4,461

 
$

Commercial real estate
572

 
572

 
134

 
576

 
6

 
1,132

 
1,132

 
205

 
1,132

 

Construction and land

 

 

 

 

 

 

 

 

 

Residential mortgages

 

 

 

 

 
406

 
406

 
65

 
406

 

Home equity

 

 

 

 

 

 

 

 

 

Mortgage warehouse

 

 

 

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

 

 

 

Total
$
4,905

 
$
4,905

 
$
490

 
$
4,951

 
$
55

 
$
5,999

 
$
5,999

 
$
751

 
$
5,999

 
$

Total impaired loans
$
10,040

 
$
9,768

 
$
490

 
$
9,849

 
$
69

 
$
9,117

 
$
9,056

 
$
751

 
$
9,027

 
$
40


16


 
For the Nine Months Ended September 30,
 
2017
 
2016
 
Unpaid
Principal
Balance
 
Recorded
Investment
 
Related
Allowance
 
Average Balance of Recorded Investment While Impaired
 
Interest Income Recognized During Impairment
 
Unpaid
Principal
Balance
 
Recorded
Investment
 
Related
Allowance
 
Average Balance of Recorded Investment While Impaired
 
Interest Income Recognized During Impairment
 
(in thousands)
Impaired loans with no related allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
2,424

 
$
2,361

 
$

 
$
2,717

 
$
42

 
$
3,118

 
$
3,057

 
$

 
$
2,960

 
$
112

Commercial real estate
1,946

 
1,783

 

 
1,925

 
1

 

 

 

 

 

Construction and land

 

 

 

 

 

 

 

 

 

Residential mortgages
236

 
190

 

 
221

 

 

 

 

 

 

Home equity
529

 
529

 

 
264

 

 

 

 

 

 

Mortgage warehouse

 

 

 

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

 

 

 

Total
$
5,135

 
$
4,863

 
$

 
$
5,127

 
$
43

 
$
3,118

 
$
3,057

 
$

 
$
2,960

 
$
112

Impaired loans with an allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
4,333

 
$
4,333

 
$
356

 
$
4,454

 
$
149

 
$
4,461

 
$
4,461

 
$
481

 
$
4,461

 
$

Commercial real estate
572

 
572

 
134

 
581

 
19

 
1,132

 
1,132

 
205

 
1,132

 

Construction and land

 

 

 

 

 

 

 

 

 

Residential mortgages

 

 

 

 

 
406

 
406

 
65

 
406

 

Home equity

 

 

 

 

 

 

 

 

 

Mortgage warehouse

 

 

 

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

 

 

 

Total
$
4,905

 
$
4,905

 
$
490

 
$
5,035

 
$
168

 
$
5,999

 
$
5,999

 
$
751

 
$
5,999

 
$

Total impaired loans
$
10,040

 
$
9,768

 
$
490

 
$
10,162

 
$
211

 
$
9,117

 
$
9,056

 
$
751

 
$
8,959

 
$
112


Atlantic Capital evaluates loans in accordance with ASC 310-40, Troubled Debt Restructurings by Creditors. TDRs are loans in which Atlantic Capital has modified the terms or granted an economic concession to a borrower who is experiencing financial difficulties. These modifications may include interest rate reductions, term extensions and other concessions intended to minimize losses.
As of September 30, 2017 and December 31, 2016 , the Company had a recorded investment in TDRs of $7.1 million and $6.6 million , respectively. The Company had commitments to lend additional funds of $34,000 and $387,000 on loans modified as TDRs, as of September 30, 2017 and December 31, 2016 , respectively. During the three months ended September 30, 2017 , a large Commercial and Industrial borrower was sold. As a part of the deficiency agreement, part of the credit relationship was restructured. The restructure included a charge off and the reclassification of the remaining balance to a TDR of $980,000 . Additionally, during the nine months ended September 30, 2017 , the modification of terms for one Home Equity loan included a short term extension of the maturity date. During

17


the three and nine months ended September 30, 2016 , the modification of terms for one Commercial and Industrial loan included an extension of the maturity date and related amortization period date of two years. The modification of terms for two Commercial Real Estate loans established an interest only payment period of six months. There were no subsequent defaults on prior TDRs.
Atlantic Capital individually rates loans based on internal credit risk ratings using numerous factors, including thorough analysis of historical and expected cash flows, consumer credit risk scores (FICO scores), rating agency information, LTV ratios, collateral, collection experience, and other internal metrics. Atlantic Capital uses a dual rating system. The likelihood of default of a credit transaction is graded in the Obligor Rating. The risk of loss given default is graded in the Facility Rating. The Obligor Rating is determined through credit analysis. Facility Ratings are used to describe the value to the Company that the collateral represents. Facility Ratings are based on the collateral package or market expectations regarding the value or liquidity of the collateral. Ratings are generally reviewed at least annually or more frequently if there is a material change in creditworthiness. Exceptions to this policy may include well collateralized term loans and loans to individuals with limited exposure or complexity.
Atlantic Capital uses the following definitions for risk ratings:
Pass: Loans that are analyzed individually as part of the above described process and that do not meet the criteria of special mention, substandard or doubtful.
Special Mention: Loans classified as special mention have a potential weakness that requires management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.
Substandard: Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.
Doubtful: Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

18


As of September 30, 2017 and December 31, 2016 , and based on the most recent analysis performed, the risk category of loans by class of loans is as follows.

 
Pass
 
Special Mention
 
Substandard Accruing
 
Substandard Nonaccruing
 
Doubtful Nonaccruing
 
Total
 
(in thousands)
September 30, 2017
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
515,388

 
$
13,362

 
$
27,179

 
$
996

 
$
5

 
$
556,930

Commercial real estate
925,588

 
9,730

 
4,037

 
133

 
1,631

 
941,119

Construction and land
127,005

 
4,721

 

 
22

 

 
131,748

Residential mortgages
97,685

 
1,365

 
714

 
248

 
328

 
100,340

Home equity
76,685

 
41

 
469

 
695

 

 
77,890

Mortgage warehouse
41,551

 

 

 

 

 
41,551

Consumer/Other
47,594

 
60

 
194

 

 

 
47,848

Total loans, excluding PCI loans
$
1,831,496

 
$
29,279

 
$
32,593

 
$
2,094

 
$
1,964

 
$
1,897,426

Commercial and industrial
$

 
$
4,781

 
$
715

 
$

 
$

 
$
5,496

Commercial real estate
3,091

 
233

 
295

 

 
116

 
3,735

Construction and land
298

 
7

 
27

 

 

 
332

Residential mortgages
396

 
540

 
700

 

 

 
1,636

Home equity
105

 
475

 
303

 

 

 
883

Mortgage warehouse

 

 

 

 

 

Consumer/Other
1

 
1

 
6

 

 

 
8

Total PCI loans
$
3,891

 
$
6,037

 
$
2,046

 
$

 
$
116

 
$
12,090



 
Pass
 
Special Mention
 
Substandard Accruing
 
Substandard Nonaccruing
 
Doubtful
 
Total
 
(in thousands)
December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
494,617

 
$
3,160

 
$
26,399

 
$
3

 
$
471

 
$
524,650

Commercial real estate
843,924

 
5,513

 
5,571

 

 

 
855,008

Construction and land
213,981

 
4,789

 
64

 

 

 
218,834

Residential mortgages
97,660

 
586

 
747

 
147

 

 
99,140

Home equity
75,031

 
168

 
397

 

 

 
75,596

Mortgage warehouse
147,519

 

 

 

 

 
147,519

Consumer/Other
48,680

 
190

 
22

 

 

 
48,892

Total loans, excluding PCI loans
$
1,921,412

 
$
14,406

 
$
33,200

 
$
150

 
$
471

 
$
1,969,639

Commercial and industrial
$
4,650

 
$
299

 
$
614

 
$

 
$
848

 
$
6,411

Commercial real estate
477

 
240

 
2,716

 

 
337

 
3,770

Construction and land
229

 
8

 
281

 

 

 
518

Residential mortgages
59

 
1,232

 
1,016

 

 
474

 
2,781

Home equity
364

 
834

 
564

 

 

 
1,762

Mortgage warehouse

 

 

 

 

 

Consumer/Other
1

 

 
10

 

 

 
11

Total PCI loans
$
5,780

 
$
2,613

 
$
5,201

 
$

 
$
1,659

 
$
15,253




19


Atlantic Capital monitors loans by past due status. The following table presents the aging of the recorded investment in past due loans as of September 30, 2017 and December 31, 2016 by class of loans.
 
 
As of September 30, 2017
 
Accruing Current
 
Accruing 30-89
Days
Past Due
 
Accruing
90+ Days
Past Due
 
Nonaccruing
 
PCI Loans
 
Total
 
(in thousands)
Loans by Classification
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
548,425

 
$
7,379

 
$
125

 
$
1,001

 
$
5,496

 
$
562,426

Commercial real estate
936,836

 
2,519

 

 
1,764

 
3,735

 
944,854

Construction and land
131,328

 
398

 

 
22

 
332

 
132,080

Residential mortgages
98,308

 
1,258

 
198

 
576

 
1,636

 
101,976

Home equity
76,951

 
244

 

 
695

 
883

 
78,773

Mortgage warehouse
41,551

 

 

 

 

 
41,551

Consumer
47,676

 

 
172

 

 
8

 
47,856

Total Loans
$
1,881,075

 
$
11,798

 
$
495

 
$
4,058

 
$
12,090

 
$
1,909,516


 
As of December 31, 2016
 
Accruing Current
 
Accruing 30-89
Days
Past Due
 
Accruing
90+ Days
Past Due
 
Nonaccruing
 
PCI Loans
 
Total
 
(in thousands)
Loans by Classification
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
520,908

 
$
3,079

 
$
189

 
$
474

 
$
6,411

 
$
531,061

Commercial real estate
852,626

 
2,382

 

 

 
3,770

 
858,778

Construction and land
218,290

 
544

 

 

 
518

 
219,352

Residential mortgages
97,901

 
664

 
428

 
147

 
2,781

 
101,921

Home equity
74,420

 
884

 
292

 

 
1,762

 
77,358

Mortgage warehouse
147,519

 

 

 

 

 
147,519

Consumer
48,558

 
249

 
85

 

 
11

 
48,903

Total Loans
$
1,960,222

 
$
7,802

 
$
994

 
$
621

 
$
15,253

 
$
1,984,892



20


NOTE 7 – GOODWILL AND INTANGIBLE ASSETS

The carrying amount of goodwill and other intangible assets as of September 30, 2017 and December 31, 2016 is summarized below:
 
September 30,
 
December 31,
 
2017
 
2016
 
(in thousands)
Core deposit intangible
$
9,544


$
9,544

Less: accumulated amortization
(4,257
)

(2,971
)
Less: impairment related to divested branches
(2,286
)
 
(1,949
)
Core deposit intangible, net
3,001


4,624

Servicing assets, net
3,185


3,184

Total other intangibles, net
6,186


7,808

Goodwill
21,759


21,759

Total goodwill and other intangible assets, net
$
27,945


$
29,567


During the nine months ended September 30, 2017 and 2016 , Atlantic Capital recorded measurement period adjustments that decreased goodwill by $0 and $1.6 million , respectively. The adjustments reduced the TriNet servicing asset, increased the book value of securities available-for-sale, and increased the deferred tax asset.
There were no goodwill impairment charges recorded in the three and nine months ended September 30, 2017 and 2016 . The following table presents activity for goodwill and other intangible assets:
 
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
 
Goodwill
 
Core Deposit Intangible
 
Total
 
Goodwill
 
Core Deposit Intangible
 
Total
 
 
(in thousands)
2017
 
 
 
 
 
 
 
 
 
 
 
 
Balance, beginning of period
 
$
21,759

 
$
3,392

 
$
25,151

 
$
21,759

 
$
4,624

 
$
26,383

Amortization
 

 
(391
)
 
(391
)
 

 
(1,286
)
 
(1,286
)
Impairment, due to branch divestiture
 

 

 

 

 
(337
)
 
(337
)
Balance, end of period
 
$
21,759

 
$
3,001

 
$
24,760

 
$
21,759

 
$
3,001

 
$
24,760

 
 
 
 
 
 
 
 
 
 
 
 
 
2016
 
 
 
 
 
 
 
 
 
 
 
 
Balance, beginning of period
 
$
22,446

 
$
5,639

 
$
28,085

 
$
23,352

 
$
9,018

 
$
32,370

Amortization
 

 
(520
)
 
(520
)
 

 
(1,950
)
 
(1,950
)
Impairment, due to branch divestiture
 

 

 

 

 
(1,949
)
 
(1,949
)
Measurement period adjustments
 
(687
)
 

 
(687
)
 
(1,593
)
 

 
(1,593
)
Balance, end of period
 
$
21,759

 
$
5,119

 
$
26,878

 
$
21,759

 
$
5,119

 
$
26,878



21


NOTE 8 – SERVICING ASSETS

SBA Servicing Assets

SBA servicing assets are initially recorded at fair value. Subsequently, Atlantic Capital accounts for SBA servicing assets using the amortization method and they are included in other assets. As of September 30, 2017 and December 31, 2016 , the balance of SBA loans sold and serviced by Atlantic Capital totaled $126.0 million and $107.0 million , respectively.

Changes in the balance of servicing assets for the three and nine months ended September 30, 2017 and 2016 are presented in the following table .
 
 
 Three months ended September 30,
 
Nine months ended September 30,
SBA Loan Servicing Assets
 
2017
 
2016
 
2017
 
2016
 
 
(in thousands)
Beginning carrying value, net
 
$
2,564

 
$
2,117

 
$
2,359

 
$
1,687

Additions
 
157

 
328

 
750

 
889

Amortization
 
(221
)
 
(125
)
 
(609
)
 
(256
)
Impairment
 

 

 

 

             Ending carrying value
 
$
2,500

 
$
2,320

 
$
2,500

 
$
2,320

At September 30, 2017 and 2016 , the sensitivity of the fair value of the SBA loan servicing assets to immediate changes in key economic assumptions are presented in the table below .
Sensitivity of the SBA Servicing Assets
 
September 30, 2017
 
December 31, 2016
 
 
 
(dollars in thousands)
 
Fair value of retained servicing assets
 
$
2,771

 
$
2,474

 
Weighted average life
 
6.62 years

 
6.52 years

 
Prepayment speed:
 
7.66

%
7.67

%
Decline in fair value due to a 10% adverse change
 
$
(108
)
 
$
(89
)
 
Decline in fair value due to a 20% adverse change
 
$
(183
)
 
$
(151
)
 
Weighted average discount rate
 
12.56

%
12.27

%
Decline in fair value due to a 100 bps adverse change
 
$
(117
)
 
$
(97
)
 
Decline in fair value due to a 200 bps adverse change
 
$
(200
)
 
$
(168
)
 

The above sensitivities are hypothetical and should be used with caution. As the amounts indicate, changes in fair value based on valuation assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, the effect of a variation in a particular assumption on the fair value of the retained interest is calculated without changing any other assumption. In reality, changes in one factor may result in changes in another, which might magnify or counteract the sensitivities.


22


TriNet Servicing Assets

Changes in the balance of TriNet servicing assets for the three and nine months ended September 30, 2017 and 2016 are presented in the following table.

 
 
 Three months ended September 30,
 
Nine months ended September 30,
TriNet Servicing Assets
 
2017
 
2016
 
2017
 
2016
 
 
(in thousands)
Beginning carrying value, net
 
$
731

 
$
1,471

 
$
825

 
$
1,175

Additions
 

 

 

 
406

Amortization
 
(46
)
 
(47
)
 
(140
)
 
(157
)
Impairment
 

 
(551
)
 

 
(551
)
             Ending carrying value
 
$
685

 
$
873

 
$
685

 
$
873


At September 30, 2017 , the sensitivity of the fair value of the TriNet servicing assets to immediate changes in key economic assumptions are presented in the table below .
Sensitivity of the TriNet Servicing Assets
 
September 30, 2017
 
December 31, 2016
 
 
 
(dollars in thousands)
 
Fair value of retained servicing assets
 
$
761

 
$
840

 
Weighted average life
 
8.25 years

 
8.47 years

 
Prepayment speed:
 
5.00

%
5.00

%
Decline in fair value due to a 10% adverse change
 
$
(11
)
 
$
(12
)
 
Decline in fair value due to a 20% adverse change
 
$
(22
)
 
$
(24
)
 
Weighted average discount rate
 
8.00

%
8.00

%
Decline in fair value due to a 100 bps adverse change
 
$
(21
)
 
$
(25
)
 
Decline in fair value due to a 200 bps adverse change
 
$
(41
)
 
$
(49
)
 

The above sensitivities are hypothetical and should be used with caution. As the amounts indicate, changes in fair value based on valuation assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, the effect of a variation in a particular assumption on the fair value of the retained interest is calculated without changing any other assumption. In reality, changes in one factor may result in changes in another, which might magnify or counteract the sensitivities.



23


NOTE 9 – OTHER COMPREHENSIVE INCOME (LOSS)
Other comprehensive income (loss) for Atlantic Capital consists of changes in net unrealized gains and losses on investment securities available-for-sale and derivatives.  The following tables present a summary of the changes in accumulated other comprehensive income (loss) balances for the applicable periods.
 
For the Three Months Ended
 
For the Nine Months Ended
 
September 30, 2017
 
September 30, 2017
 
Pre-Tax Amount
 
Income Tax (Expense) Benefit
 
After-Tax Amount
 
Pre-Tax Amount
 
Income Tax (Expense) Benefit
 
After-Tax Amount
 
(in thousands)
Accumulated other comprehensive income (loss) beginning of period
$
(3,690
)
 
$
1,420

 
$
(2,270
)
 
$
(9,144
)
 
$
3,519

 
$
(5,625
)
Unrealized net gains (losses) on investment securities available-for-sale
706

 
(272
)
 
434

 
6,366

 
(2,450
)
 
3,916

Reclassification adjustment for net realized losses on investment securities available-for-sale
80

 
(31
)
 
49

 
80

 
(31
)
 
49

Unrealized net gains (losses) on derivatives
(121
)
 
46

 
(75
)
 
(327
)
 
125

 
(202
)
Accumulated other comprehensive income (loss) end of period
$
(3,025
)
 
$
1,163

 
$
(1,862
)
 
$
(3,025
)
 
$
1,163

 
$
(1,862
)
 
For the Three Months Ended
 
For the Nine Months Ended
 
September 30, 2016
 
September 30, 2016
 
Pre-Tax Amount
 
Income Tax (Expense) Benefit
 
After-Tax Amount
 
Pre-Tax Amount
 
Income Tax (Expense) Benefit
 
After-Tax Amount
 
(in thousands)
Accumulated other comprehensive income (loss) beginning of period
$
5,691

 
$
(2,197
)
 
$
3,494

 
$
(2,455
)
 
$
939

 
$
(1,516
)
Unrealized net gains (losses) on investment securities available-for-sale
(853
)
 
329

 
(524
)
 
6,125

 
(2,354
)
 
3,771

Reclassification adjustment for net realized gains on investment securities available-for-sale

 

 

 
(44
)
 
17

 
(27
)
Unrealized net gains (losses) on derivatives
(438
)
 
169

 
(269
)
 
774

 
(301
)
 
473

Accumulated other comprehensive income (loss) end of period
$
4,400

 
$
(1,699
)
 
$
2,701

 
$
4,400

 
$
(1,699
)
 
$
2,701






24


NOTE 10 – EARNINGS PER COMMON SHARE

Basic earnings per share amounts are computed by dividing net income by the weighted average number of shares of common stock outstanding.
Diluted earnings per share amounts are computed by dividing net income by the weighted average number of shares of common stock outstanding and the dilutive effects of the shares awarded under the stock option plan, based on the treasury stock method using an average fair market value of the stock during the respective periods.
The following table represents the earnings per share calculations for the three and nine months ended September 30, 2017 and 2016 .
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30,
 
September 30,
 
 
2017
 
2016
 
2017
 
2016
(in thousands, except share and per share amounts)
 
 
 
 
 
 
 
 
Net income available to common shareholders
 
$
4,052

 
$
3,708

 
$
11,611

 
$
11,786

Weighted average shares outstanding
 
 
 
 
 
 
 
 
Basic (1)
 
25,699,179

 
24,891,822

 
25,548,646

 
24,674,953

Effect of dilutive securities:
 
 
 
 
 
 
 
 
Stock options and warrants
 
191,600

 
368,458

 
251,205

 
431,297

Diluted
 
25,890,779

 
25,260,280

 
25,799,851

 
25,106,250

Income per common share:
 
 
 
 
 
 
 
 
Basic
 
$
0.16

 
$
0.15

 
$
0.45

 
$
0.48

Diluted
 
$
0.16

 
$
0.15

 
$
0.45

 
$
0.47

(1) Unvested restricted shares are participating securities and included in basic share calculations.
 
 
 
 
Stock options and warrants outstanding of 550 at September 30, 2017 and 162,428 at September 30, 2016 have not been included in diluted earnings per share because to do so would have been anti-dilutive for the periods presented. These awards were considered anti-dilutive because the exercise price of the award was higher than the market value of the shares.
The Amended and Restated Articles of Incorporation of Atlantic Capital, which were approved by the Board of Directors on March 24, 2015 and by Atlantic Capital’s shareholders on May 21, 2015, authorize Atlantic Capital to issue 110,000,000 shares of capital stock, of which 10,000,000 shares are designated as preferred stock, no par value per share, and 100,000,000 shares are designated as common stock, no par value per share.
At September 30, 2017 , 25,716,418 shares of common stock were issued and outstanding. At December 31, 2016 , 25,093,135 shares of common stock were issued and outstanding.
The primary source of funds available to Atlantic Capital is payments of dividends from the Bank. The Bank has not paid any dividends to Atlantic Capital in 2017 or 2016. Banking laws and other regulations limit the amount of dividends a bank subsidiary may pay without prior regulatory approval. Additionally, Atlantic Capital’s ability to pay dividends to its shareholders will depend on the ability of the Bank to pay dividends to Atlantic Capital. The Bank is subject to regulatory restrictions on the payment of cash dividends, which generally may be paid only from current earnings.

25


NOTE 11 – DERIVATIVES AND HEDGING
Risk Management
Atlantic Capital’s objectives in using interest rate derivatives are to add stability to net interest revenue and to manage its exposure to interest rate movements. To accomplish this objective, Atlantic Capital primarily uses interest rate swaps as part of its interest rate risk management strategy.
Cash Flow Hedges
At September 30, 2017 , Atlantic Capital’s interest rate swaps designated as cash flow hedges involve the payment of floating-rate amounts to a counterparty in exchange for receiving fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. At September 30, 2017 and December 31, 2016 , Atlantic Capital had interest rate swaps designated as cash flow hedges with an aggregate notional amount of $75.0 million and $50.0 million , respectively.
No hedge ineffectiveness gains or losses were recognized on active cash flow hedges for the three and nine months ended September 30, 2017 and 2016 . The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Atlantic Capital expects that approximately $237,000 will be reclassified as an increase to loan interest income over the next twelve months related to these cash flow hedges.
Customer Swaps
Atlantic Capital also enters into derivative contracts, which consist of interest rate swaps, to facilitate the needs of clients desiring to manage interest rate risk. These swaps are not designated as accounting hedges under ASC 815, Derivatives and Hedging . In order to economically hedge the interest rate risk associated with offering this product, Atlantic Capital simultaneously enters into derivative contracts with third parties to offset the customer contracts, such that Atlantic Capital minimizes its net risk exposure resulting from such transactions. The derivative contracts are structured such that the notional amounts reduce over time to generally match the expected amortization of the underlying loans. These derivatives are not speculative and arise from a service provided to clients.
Atlantic Capital’s derivative instruments are recorded at fair value in other assets and accrued interest receivable and other liabilities and accrued interest payable in the Consolidated Balance Sheets. The changes in the fair value of the derivative instruments are recognized in other noninterest income in the Consolidated Statements of Income. At September 30, 2017 and December 31, 2016 , Atlantic Capital had interest rate swaps related to this program with an aggregate notional amount of $139.1 million and $140.7 million , respectively.
Atlantic Capital acquired a loan level hedging program, which First Security utilized to accommodate clients preferring a fixed rate loan. The loan documents include an addendum with a zero premium collar. The zero premium collar is a cap and a floor at the same interest rate, resulting in a fixed rate to the borrower. To hedge this embedded option, First Security entered into a dealer facing trade exactly mirroring the terms in the loan addendum.
Counterparty Credit Risk
As a result of its derivative contracts, Atlantic Capital is exposed to credit risk. Specifically approved counterparties and exposure limits are defined. On a quarterly basis, the customer derivative contracts and related counterparties are evaluated for credit risk and an adjustment is made to the contract’s fair value. This adjustment is recognized in the Consolidated Statements of Income.
Most derivative contracts with clients are secured by collateral. Additionally, in accordance with the interest rate agreements with derivatives dealers, Atlantic Capital may be required to post margin to these counterparties. At September 30, 2017 and December 31, 2016 , Atlantic Capital had minimum collateral posting thresholds with certain of its derivative counterparties and posted collateral of $9.5 million and $16.3 million , respectively, against its obligations under these agreements. Cash collateral related to derivative contracts is recorded in other assets in the Consolidated Balance Sheets.
Atlantic Capital has master netting agreements with the derivatives dealers with which it does business, but reflects gross assets and liabilities on the Consolidated Balance Sheets.
In conjunction with the FASB’s fair value measurement guidance, management made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting arrangements on a net basis.
To accommodate clients, Atlantic Capital occasionally enters into credit risk participation agreements with counterparty banks to accept a portion of the credit risk related to interest rate swaps. This allows clients to execute an interest rate swap with one bank while allowing for distribution of the credit risk among participating members. Credit risk participation agreements arise when Atlantic Capital contracts with other financial institutions, as a guarantor, to share credit risk associated with certain interest rate swaps. These agreements provide for reimbursement of losses resulting from a third party default on the underlying swap. At September 30, 2017 and December 31, 2016 , Atlantic Capital had credit risk participation agreements with a notional amount of $15.6 million and $4.5 million , respectively.

26


The following table reflects the estimated fair value positions of derivative contracts and credit risk participation agreements as of September 30, 2017 and December 31, 2016 :
Derivatives designated as hedging instruments under ASC 815
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(in thousands)
 
 
 
September 30, 2017
 
December 31, 2016
Interest Rate Products
 
Balance Sheet Location
 
Notional Amount
 
Fair Value
 
Notional Amount
 
Fair Value
Cash flow hedge of LIBOR based loans
 
 Other assets
 
$

 
$

 
$
50,000

 
$
186

 
 
 
 
 
 
 
 
 
 
 
Cash flow hedge of LIBOR based loans
 
 Other liabilities
 
$
75,000

 
$
56

 
$

 
$

 
 
 
 
 
 
 
 
 
 
 
Derivatives not designated as hedging instruments under ASC 815
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(in thousands)
 
 
 
September 30, 2017
 
December 31, 2016
Interest Rate Products
 
Balance Sheet Location
 
Notional Amount
 
Fair Value
 
Notional Amount
 
Fair Value
Customer swap positions
 
 Other assets
 
$
69,543

 
$
1,168

 
$
70,352

 
$
1,364

Zero premium collar
 
 Other assets
 
95,688

 
2,825

 
98,697

 
2,760

 
 
 
 
$
165,231

 
$
3,993

 
$
169,049

 
$
4,124

 
 
 
 
 
 
 
 
 
 
 
Dealer offsets to customer swap positions
 
 Other liabilities
 
$
69,543

 
$
1,214

 
$
70,352

 
$
1,371

Credit risk participation
 
 Other liabilities
 
15,556

 
6

 
4,460

 

Dealer offset to zero premium collar
 
 Other liabilities
 
95,688

 
2,908

 
98,697

 
2,760

 
 
 
 
$
180,787

 
$
4,128

 
$
173,509

 
$
4,131

The following table reflects the impact to the Consolidated Statements of Income related to derivative contracts for the three and nine months ended September 30, 2017 and 2016 :
Derivatives in Cash Flow Hedging Relationships
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(in thousands)
 
 Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion)
 
 Gain or (Loss) Reclassified from Accumulated OCI in Income (Effective Portion)
 
 Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion)
 
 Gain or (Loss) Reclassified from Accumulated OCI in Income (Effective Portion)
 
 
2017
 
2016
 
Location
 
2017
 
2016
 
2017
 
2016
 
Location
 
2017
 
2016
Interest rate swaps
 
$
(75
)
 
$
(269
)
 
Interest income
 
$
84

 
$
177

 
$
(202
)
 
$
473

 
Interest income
 
$
331

 
$
546



27


NOTE 12 – OTHER BORROWINGS AND LONG TERM DEBT

Federal Home Loan Bank borrowings as of September 30, 2017 and December 31, 2016 are as follows:
 
September 30, 2017
 
 
December 31, 2016
 
Balance
 
Interest Rate
 
 
Balance
 
Interest Rate
 
(in thousands)
 
 
(in thousands)
FHLB short-term borrowings:
 
 
 
 
FHLB short-term borrowings:
 
 
 
Fixed rate advance maturing October 3, 2017
40,000

 
1.16
%
 
Fixed rate advance maturing January 17, 2017
40,000

 
0.64
%
Fixed rate advance maturing October 11, 2017
40,000

 
1.15
%
 
Fixed rate advance maturing January 24, 2017
40,000

 
0.61
%
Fixed rate advance maturing October 13, 2017
45,000

 
1.16
%
 
Fixed rate advance maturing January 30, 2017
30,000

 
0.62
%
Total
$
125,000

 


 
Total
$
110,000

 
 
 
 
 
 
 
 
 
 
 

On September 28, 2015, Atlantic Capital issued subordinated notes (the “Notes”) totaling $50.0 million in aggregate principal amount. The Notes are due September 30, 2025 and bear a fixed rate of interest of 6.25% per year until September 29, 2020. From September 30, 2020 to the maturity date, the interest rate will be a floating rate equal to the three-month LIBOR plus 468 basis points. The Notes were priced at 100% of their par value. The Notes qualify as Tier 2 regulatory capital.
Subordinated debt is summarized as follows.
 
 
September 30, 2017
 
December 31, 2016
 
 
(in thousands
Floating rate 10 year capital securities, with interest paid semi-annually at an annual fixed rate of 6.25% until September 30, 2020
 
$
50,000

 
$
50,000

Principal amount of subordinated debt
 
$
50,000

 
$
50,000

Less debt issuance costs
 
 
507

 
 
634

Subordinated debt, net
 
$
49,493

 
$
49,366

All subordinated debt outstanding at September 30, 2017 matures after more than five years.
NOTE 13 – SHARE-BASED COMPENSATION
Atlantic Capital sponsors a stock incentive plan for the benefit of directors and employees. Under the 2015 Stock Incentive Plan, there were approximately 4,525,000 shares reserved for issuance to directors and employees. The Compensation Committee has the authority to grant the following: an incentive or nonqualified option; a restricted stock award (including a restricted stock award or a restricted unit award); a performance award (including a performance share award or a performance unit award); a phantom stock award; a dividend equivalent award; or any other award granted under the plan.
As of September 30, 2017 , approximately 3,825,000 additional awards were available to be granted under the plan. Stock options are granted at a price which is no less than the fair market value of a share of Atlantic Capital common stock on the grant date. Stock options generally vest over three years and expire after ten years.
As of September 30, 2017 , no warrants were outstanding for the purchase of common stock. As of December 31, 2016, warrants for 363,000 shares were outstanding for the purchase of common stock at a price of $10.00 per warrant. The warrants were issued as of May 14, 2007, the date of issuance of common stock sold in the initial private placement, and were exercisable for a period of ten years following the issuance.

28


The Company estimates the fair value of its options and warrants awards using the Black-Scholes option pricing model. The risk-free rate for periods within the contractual life of the option and warrant is based on the U.S. Treasury yield curve in effect at the time of grant. The table below summarizes the assumptions used to calculate the fair value of options granted/modified during 2017:
 
 
2017
Risk‑free interest rate
 
1.00-1.99%

Expected term in years
 
.25-8

Expected stock price volatility
 
23.2-25.3%

Dividend yield
 
%
The following table represents stock option and warrant activity for the nine months ended September 30, 2017 :
 
Shares
 
Weighted Average Exercise Price
 
Weighted Average Remaining Contractual Term (in years)
 
Aggregate Intrinsic Value
Outstanding, December 31, 2016
1,485,704

 
$
11.69

 
 
 
 
Granted
30,400

 
12.39

 
 
 
 
Exercised
(718,912
)
 
10.53

 
 
 
 
Forfeited
(32,846
)
 
12.28

 
 
 
 
Expired
(635
)
 
126.22

 
 
 
 
Outstanding, September 30, 2017
763,711

 
$
12.64

 
5.77
 
$
4,348

 
 
 
 
 
 
 
 
Exercisable, September 30, 2017
518,336

 
$
11.73

 
4.77
 
$
3,466

Atlantic Capital recognized compensation expense relating to stock options of $191,000 and $472,000 for the three and nine months ended September 30, 2017 , respectively, and $192,000 and $638,000 for the three and nine months ended September 30, 2016 , respectively. Using the Black-Scholes pricing model, the amount of compensation expense was determined based on the fair value of the options at the time of grant, multiplied by the number of options granted that were expected to vest, which was then amortized over the vesting period.
The following table represents restricted stock activity for the nine months ended September 30, 2017 :
 
Shares
 
Weighted Average Grant-Date Fair Value
Outstanding, December 31, 2016
259,165

 
$
13.70

Granted
110,293

 
17.85

Vested
(64,637
)
 
12.73

Forfeited
(36,674
)
 
14.88

Outstanding, September 30, 2017
268,147

 
$
15.47

Compensation expense for restricted stock is based on the fair value of restricted stock awards at the time of grant, which is equal to the value of Atlantic Capital’s common stock on the date of grant. The value of restricted stock grants that are expected to vest is amortized into expense over the vesting period. For the three and nine months ended September 30, 2017 , compensation expense of $396,000 and $869,000 , respectively, was recognized related to restricted stock awards. For the three and nine months ended September 30, 2016 , compensation expense of $71,000 and $527,000 , respectively, was recognized related to restricted stock awards.
As of September 30, 2017 , there was $ 3.0 million of unrecognized compensation cost related to restricted stock awards granted under the plan. That cost is expected to be recognized over a weighted-average period of 3.11 years.
During the three months ended September 30, 2017, the Company modified options for 30,400 shares and 10,628 restricted stock awards to four individuals. The modifications allowed for the immediate vesting of the awards upon termination of service. The total incremental cost resulting from the modifications was $14,000 for the three and nine months ended September 30, 2017.

29


NOTE 14 – FAIR VALUE MEASUREMENTS

Atlantic Capital follows the guidance pursuant to ASC 820-10, Fair Value Measurements and Disclosures . This guidance defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. This issuance applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances. Atlantic Capital measures its investment securities and interest rate derivative assets and liabilities at fair value on a recurring basis. Fair value is used on a nonrecurring basis either when assets are evaluated for impairment or for disclosure purposes. Atlantic Capital measures its servicing assets, goodwill, intangible assets, loans held for sale, impaired loans and other real estate owned at fair value on a nonrecurring basis if necessary.

The guidance emphasizes that fair value is a market-based measurement, not an entity-specific measurement and defines fair value as the price that could be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, this guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

Atlantic Capital applied the following fair value hierarchy:

Level 1 – Assets or liabilities for which the identical item is traded on an active exchange, such as publicly-traded instruments or futures contracts.

Level 2 – Assets or liabilities valued based on observable market data for similar instruments.

Level 3 – Assets or liabilities for which significant valuation assumptions are not readily observable in the market, instruments valued based on the best available data, some of which is internally-developed, and risk premiums that a market participant would require.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement. There were no transfers between Level 1 and Level 2 or Level 2 and Level 3 during the nine months ended September 30, 2017. There was one transfer between Level 2 and Level 3 and no transfers between Level 1 and Level 2 during the nine months ended September 30, 2016.

Atlantic Capital records investment securities available-for-sale at fair value on a recurring basis. Investment securities classified as available-for-sale are reported at fair value utilizing Level 2 inputs. For these securities, Atlantic Capital obtains fair value measurements from an independent pricing service. In estimating the fair values for investment securities, Atlantic Capital believes that independent third-party market prices are the best evidence of an exit price. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the Treasury Department yield curve, trade execution data, market consensus prepayment speeds, credit information and the securities’ terms and conditions, among other things.

Derivative instruments are primarily transacted as over-the-counter trades and priced with observable market assumptions. Ongoing measurements include observable market assumptions with appropriate valuation adjustments for liquidity and for credit risk of counterparties and Atlantic Capital’s own credit. For these instruments, Atlantic Capital obtains fair value measurements from an independent pricing service. The fair value measurements consider factors such as the likelihood of default by Atlantic Capital and its counterparties, total exposure and remaining maturities in determining the appropriate fair value adjustments to record. Generally, the expected loss of each client counterparty is estimated using Atlantic Capital’s internal risk rating system. For financial institution counterparties that are rated by national rating agencies, those ratings are used in determining the credit risk. This approach used to estimate exposures to counterparties is also used by Atlantic Capital to estimate its own credit risk on derivative liability positions.


30


Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents the assets that were measured at fair value on a recurring basis by level within the fair value hierarchy as reported in the Consolidated Balance Sheets at September 30, 2017 and December 31, 2016 .

 
Fair Value Measurements at
 
September 30, 2017 Using:
 
Quoted Prices in
Active Markets for
Identical Securities
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Total
 
(in thousands)
Securities available-for-sale—
 
 
 
 
 
 
 
U.S. government agencies
$

 
$
34,783

 
$

 
$
34,783

U.S. states and political subdivisions

 
93,779

 

 
93,779

Trust preferred securities

 
4,675

 

 
4,675

Corporate debt securities

 
16,156

 

 
16,156

Mortgage-backed securities

 
297,612

 

 
297,612

Total securities available-for-sale
$

 
$
447,005

 
$

 
$
447,005

Interest rate derivative assets
$

 
$
3,993

 
$

 
$
3,993

Interest rate derivative liabilities
$

 
$
4,184

 
$

 
$
4,184


 
Fair Value Measurements at
 
December 31, 2016 Using:
 
Quoted Prices in
Active Markets for
Identical Securities
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Total
 
(in thousands)
Securities available-for-sale—
 
 
 
 
 
 
 
U.S. government agencies
$

 
$
21,152

 
$

 
$
21,152

U.S. states and political subdivisions

 
90,172

 

 
90,172

Trust preferred securities

 
4,525

 

 
4,525

Corporate debt securities

 
19,231

 

 
19,231

Mortgage-backed securities

 
212,625

 

 
212,625

Total securities available-for-sale
$

 
$
347,705

 
$

 
$
347,705

Interest rate derivative assets
$

 
$
4,310

 
$

 
$
4,310

Interest rate derivative liabilities
$

 
$
4,131

 
$

 
$
4,131

 

For the nine months ended September 30, 2017 and 2016 , there was not a change in the methods and significant assumptions used to estimate fair value.


31


Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

The following table presents the assets that were measured at fair value on a nonrecurring basis by level within the fair value hierarchy as reported in the Consolidated Balance Sheets at September 30, 2017 and December 31, 2016 .
September 30, 2017
 
Level 1
Fair Value
Measurement
 
Level 2
Fair Value
Measurement
 
Level 3
Fair Value
Measurement
 
Total
 
(in thousands)
Impaired Loans
 
$

 
$

 
$
2,970

 
$
2,970


December 31, 2016
 
Level 1
Fair Value
Measurement
 
Level 2
Fair Value
Measurement
 
Level 3
Fair Value
Measurement
 
Total
 
(in thousands)
Impaired Loans
 
$

 
$

 
$
7,248

 
$
7,248


Level 3 loans consist of impaired loans which have been partially charged-off or have specific valuation allowances. The fair value of Level 3 assets is estimated based on the underlying collateral value. For loans which the cash proceeds from the sale of the underlying collateral is the expected source of repayment, the fair value of these loans was derived from internal estimates of the underlying collateral incorporating market data, including third party appraisals or evaluations, when available. Appraised values may be discounted based on management’s assessment of the level of inactivity in the real estate market and other markets for the underlying collateral, changes in market conditions from the time of the valuation, and other information that in management’s judgment may affect the value. Impaired loans are evaluated on at least a quarterly basis and adjusted accordingly.

Assets and Liabilities Not Measured at Fair Value

For financial instruments that have quoted market prices, those quotes are used to determine fair value. Financial instruments that have no defined maturity, have a remaining maturity of 180 days or less, or reprice frequently to a market rate, are assumed to have a fair value that approximates the reported book value, after taking into consideration any applicable credit risk. If no market quotes are available, financial instruments are valued by discounting the expected cash flows using an estimated current market interest rate for the financial instrument. For off-balance sheet derivative instruments, fair value is estimated as the amount that Atlantic Capital would receive or pay to terminate the contracts at the reporting date, taking into account the current unrealized gains or losses on open contracts.

The short maturity of Atlantic Capital’s assets and liabilities results in having a significant number of financial instruments whose fair value equals or closely approximates carrying value. Such financial instruments are reported in the following balance sheet captions: cash and due from banks, interest-bearing deposits in other banks, other short-term investments, and FHLB stock. The fair value of securities available-for-sale equals the balance sheet value. Due to the short-term settlement of accrued interest receivable and payable, the carrying amount closely approximates fair value.

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect the premium or discount on any particular financial instrument that could result from the sale of Atlantic Capital’s entire holdings. Because no ready market exists for a significant portion of Atlantic Capital’s financial instruments, fair value estimates are based on many judgments. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Off-balance sheet financial instruments (commitments to extend credit and standby letters of credit) are generally short-term and at variable rates. Therefore, both the carrying amount and the estimated fair value associated with these instruments are immaterial.

32


The following table presents the estimated fair values of Atlantic Capital’s financial instruments at September 30, 2017 and December 31, 2016 .
 
Fair Value Measurements at
 
September 30, 2017 Using:
 
Carrying
Value
 
Quoted Prices in Active markets for Identical Securities (Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
 
(in thousands)
Financial assets
 
 
 
 
 
 
 
Cash and due from banks
$
35,504

 
$
35,504

 
$

 
$

Interest bearing deposits in banks
40,558

 
40,558

 

 

Other short-term investments
5,189

 
5,189

 

 

Total securities available-for-sale
447,005

 

 
447,005

 

FHLB stock
7,788

 

 

 
7,788

Federal Reserve Bank stock
9,781

 

 

 
9,781

Loans held for investment, net
1,886,562

 

 

 
1,927,726

Loans held for sale
3,274

 

 
3,274

 

Derivative assets
3,993

 

 
3,993

 

Financial liabilities
 
 
 
 
 
 
 
Deposits
$
2,103,645

 
$

 
$
2,019,911

 
$

Subordinated debt
49,493

 

 
49,871

 

FHLB advances
125,000

 

 
125,007

 

Derivative financial instruments
4,184

 

 
4,184

 

 
Fair Value Measurements at
 
December 31, 2016 Using:
 
Carrying
Value
 
Quoted Prices in Active markets for Identical Securities (Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
 
(in thousands)
Financial assets
 
 
 
 
 
 
 
Cash and due from banks
$
36,790

 
$
36,790

 
$

 
$

Interest-bearing deposits in other banks
118,039

 
118,039

 

 

Other short-term investments
10,896

 
10,896

 

 

Total securities available-for-sale
347,705

 

 
347,705

 

FHLB stock
7,067

 

 

 
7,067

Federal Reserve Bank stock
9,690

 

 

 
9,690

Loans held for investment, net
1,960,735

 

 

 
1,939,895

Loans held for sale
35,219

 

 
35,219

 

Derivative assets
4,310

 

 
4,310

 

Financial liabilities
 
 
 
 
 
 
 
Deposits
$
2,205,991

 
$

 
$
2,144,196

 
$

Deposits to be assumed in branch sale
31,589

 

 
31,589

 

Subordinated debt
49,366

 

 
48,971

 

FHLB advances
110,000

 

 
109,946

 

Derivative financial instruments
4,131

 

 
4,131

 


33


NOTE 15 – COMMITMENTS AND CONTINGENCIES

Atlantic Capital is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and letters of credit, most of which are standby letters of credit. These instruments involve, to varying degrees, elements of credit risk in excess of the amounts recognized in the Consolidated Balance Sheets. The contract amounts of these instruments reflect the extent of involvement Atlantic Capital has in particular classes of financial instruments.
Standby letters of credit are written conditional commitments issued by Atlantic Capital to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements. Most letters of credit expire in less than one year. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.
Atlantic Capital’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. Atlantic Capital uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.
Atlantic Capital’s maximum exposure to credit risk for unfunded loan commitments and standby letters of credit at September 30, 2017 and December 31, 2016 was as follows:
 
 
September 30,
2017
 
December 31,
2016
 
(in thousands)
Financial Instruments whose contract amount represents credit risk:
 
Commitments to extend credit
$
686,685

 
$
617,432

Standby letters of credit
13,677

 
16,625

 
$
700,362

 
$
634,057


Atlantic Capital, in the normal course of business, is subject to various pending and threatened lawsuits in which claims for monetary damages are asserted. Although it is not possible to predict the outcome of these lawsuits, or the range of any possible loss, management, after consultation with legal counsel, does not anticipate that the ultimate aggregate liability, if any, arising from these lawsuits will have a material adverse effect on Atlantic Capital’s financial position or results of operations.

NOTE 16 – SUBSEQUENT EVENTS

On October 25, 2017, Atlantic Capital entered into a Separation Agreement with D. Michael Kramer in connection with the resignation from his position as President and Chief Operating Officer of the Company.
The Separation Agreement provides for benefits to and imposes obligations upon Mr. Kramer. Specifically, Mr. Kramer is entitled to receive the following payments and benefits under the Separation Agreement:
all accrued but unpaid base salary through December 22, 2017;
a cash payment of $407,265 , which represents one (1) times his base salary;
a cash payment of $183,269 , which represents one (1) times his target bonus opportunity, under the Company’s Executive Officer Short Term Incentive Plan (the “STI Plan”) for 2017;
a cash payment of $150,000 , which represents the pro-rata portion of his STI Plan bonus opportunity deemed earned for 2017;
a cash payment of $612,883 , which represents accrued awards deemed earned under the Company’s Long Term Incentive Plan;
acceleration of 14,000 shares of unvested restricted stock and 120,680 unvested options and extension of the post-termination exercise period for options; and
reimbursement of COBRA premiums for 12 months following termination, so long as he is not entitled to obtain insurance from a subsequent employer.


34


ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q of Atlantic Capital Bancshares, Inc. (the “Company” or “Atlantic Capital”) contains forward-looking statements within the meaning of section 27A of the Securities Act of 1933, as amended, and 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would,” and “outlook,” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates, and projections about our industry, management’s beliefs, and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.
The following risks, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:
the expected growth opportunities and cost savings from the acquisition of First Security Group, Inc. (“First Security”) may not be fully realized or may take longer to realize than expected;
loss of income from our TriNet division following our exit of this business;
changes in asset quality and credit risk;
the cost and availability of capital;
customer acceptance of our products and services;
customer borrowing, repayment, investment and deposit practices;
the introduction, withdrawal, success and timing of business initiatives;
the impact, extent, and timing of technological changes;
severe catastrophic events in our geographic area;
a weakening of the economies in which we conduct operations may adversely affect our operating results;
the potential impact of any legal, regulatory and policy changes affecting financial institutions and the economies in which we conduct operations as a result of the new presidential administration;
the U.S. legal and regulatory framework, including those associated with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), could adversely affect the operating results of the company;
the interest rate environment may compress margins and adversely affect net interest income;
changes in trade, monetary, and fiscal policies of various governmental bodies and central banks could affect the economic environment in which we operate;
our ability to determine accurate values of certain assets and liabilities;
adverse developments in securities, public debt, and capital markets, including changes in market liquidity and volatility;
our ability to anticipate interest rate changes correctly and manage interest rate risk presented through unanticipated changes in our interest rate risk position and/or short- and long-term interest rates;
unanticipated changes in our liquidity position, including but not limited to our ability to enter the financial markets to manage and respond to any changes to our liquidity position;
adequacy of our risk management program;
cyber-security incidents, including data security breaches or computer viruses;
increased costs associated with operating as a public company;
increased competitive pressure due to consolidation in the financial services industry; or

35


other risks and factors identified in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 14, 2017 (the “Annual Report”) in Part I, Item 1A under the heading “Risk Factors.”
CRITICAL ACCOUNTING POLICIES
The accounting and reporting policies of Atlantic Capital are in accordance with GAAP and conform to general practices within the banking industry. Atlantic Capital’s financial position and results of operations are affected by management’s application of accounting policies, including judgments made to arrive at the carrying value of assets and liabilities and amounts reported for revenues, expenses and related disclosures. Different assumptions in the application of these policies could result in material changes in Atlantic Capital’s consolidated financial position and/or consolidated results of operations. The more critical accounting and reporting policies include Atlantic Capital’s accounting for the allowance for loan losses, fair value measurements, and income tax related items. Significant accounting policies are discussed in the Notes to Consolidated Financial Statements within Atlantic Capital’s Annual Report on Form 10-K.
Non-GAAP Financial Measures.
This Form 10-Q contains non-GAAP financial measures and should be read along with the accompanying tables, which provide a reconciliation of non-GAAP financial measures to GAAP financial measures. Atlantic Capital management uses non-GAAP financial measures, including: (i) taxable equivalent interest income; (ii) taxable equivalent net interest income; (iii) taxable equivalent net interest margin; (iv) net interest income after provision for loan losses-taxable equivalent; (v) income before income taxes-taxable equivalent; and (vi) income tax expense-taxable equivalent. Management uses these non-GAAP financial measures because it believes they provide a greater understanding of ongoing performance and operations, enhance comparability with prior periods, and provide users of our financial information with a meaningful measure for assessing our financial results and credit trends. Non-GAAP financial measures have limitations as analytical tools, and investors should not consider them in isolation or as an alternative to any measure of performance or financial condition as determined in accordance with GAAP. In addition, non-GAAP financial measures may not be comparable to similarly titled non-GAAP financial measures presented by other companies. Investors should consider Atlantic Capital’s performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of the Company. A reconciliation of these non-GAAP financial measures to GAAP financial measures is included in Table 1.

36


EXECUTIVE OVERVIEW AND EARNINGS SUMMARY
Atlantic Capital reported net income of $4.1 million for the third quarter of 2017 compared to net income of $3.7 million for the third quarter of 2016. Diluted income per common share was $.16 for the third quarter of 2017 compared to diluted income per common share of $.15 for the third quarter of 2016.
For the nine months ended September 30, 2017, Atlantic Capital reported net income of $11.6 million compared to net income of $11.8 million for the first nine months ended September 30, 2016. Diluted income per common share was $.45 for the nine months ended September 30, 2017 compared to $.47 for the same period in 2016.
The increase in net income for the three months ended September 30, 2017, compared to the same period in 2016, was primarily the result of a $1.1 million, or 6%, increase in net interest income after provision for loan losses, offset by a decrease of $525,000 in noninterest income.
For the nine months ended September 30, 2017 compared to the first nine months of 2016, the decrease in net income was primarily attributable to a $4.7 million, or 27%, decrease in noninterest income and a $1.3 million, or 83%, increase in loan loss provision. The decrease in noninterest income compared to 2016 was primarily due to the $3.9 million gain on sale of branches in the second quarter of 2016 and a $1.1 million, or 95%, decrease in TriNet lending activities. This was offset by a $2.6 million, or 5%, increase in net interest income before provision for loan losses and a $1.6 million, or 3%, reduction in noninterest expense.
Taxable equivalent net interest income was $20.5 million for the third quarter of 2017, compared to $19.5 million for the third quarter of 2016. Taxable equivalent net interest margin increased to 3.26% for the three months ended September 30, 2017 from 3.12% for the three months ended September 30, 2016. For the nine months ended September 30, 2017, taxable equivalent net interest income was $60.7 million compared to $57.7 million for the same period of 2016. Taxable equivalent net interest margin increased to 3.24% for the nine months ended September 30, 2017 from 3.11% for the nine months ended September 30, 2016. The margin increase for the three and nine months ended September 30, 2017 compared to the prior year was due to increased investment in non-taxable investment securities and increases in the Fed Funds rate.
Provision for loan losses for the quarter ended September 30, 2017 totaled $322,000, a decrease of $141,000 from the quarter ended September 30, 2016. The lower provision for the three months ended September 30, 2017 was primarily related to a decline in loan growth. For the nine months ended September 30, 2017, Atlantic Capital’s provision for loan losses was $2.9 million compared to a provision of $1.6 million for the first nine months of 2016. The increase was primarily related to an additional $1.0 million specific reserve that was recorded in the second quarter of 2017 as a result of the downgrade of a large loan relationship to nonperforming.
Noninterest income decreased $525,000, or 13%, to $3.5 million from the third quarter of 2016. The decrease was primarily due to a $312,000, or 49%, decrease in mortgage income which was attributable to higher interest rates and lower demand. For the first nine months of 2017, noninterest income decreased $4.7 million, or 27%, to $12.6 million. The decrease was primarily due to a $3.9 million gain on the sale of seven branches in the second quarter of 2016 as well as a $1.1 million, or 95%, decrease in gains on the sale of TriNet loans and a $453,000, or 32%, decrease in mortgage income.
For the third quarter of 2017, noninterest expense increased $208,000, or 1%, compared to the third quarter of 2016. The most significant component of the increase was professional services due to expenses related to the public offering of common stock by a selling stockholder completed during the third quarter of 2017. Noninterest expense totaled $52.9 million for the nine months ended September 30, 2017, compared to $54.5 million for the same period in 2016. The most significant component of the decrease for the nine month period was a $2.2 million, or 88%, reduction in merger and conversion costs due to the substantial completion of the integration of FSGBank, N.A. (“FSGBank”) into Atlantic Capital Bank N.A. (the “Bank”) in 2016.

37


Table 1 - Quarterly Selected Financial Data
 
 
 
 
 
 
 
(in thousands, except share and per share data; taxable equivalent)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2017
 
2016
 
For the nine months ended September 30,
 
 
 
Third Quarter
 
Second Quarter
 
First Quarter
 
Fourth Quarter
 
Third Quarter
 
2017
 
2016
 
INCOME SUMMARY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest income
 
$
24,566

 
$
24,545

 
$
22,716

 
$
22,530

 
$
22,428

 
$
71,827

 
$
66,171

 
Interest expense
 
4,060

 
3,833

 
3,208

 
3,029

 
2,941

 
11,101

 
8,480

 
Net interest income
 
20,506

 
20,712

 
19,508

 
19,501

 
19,487

 
60,726

 
57,691

 
Provision for loan losses
 
322

 
1,980

 
634

 
2,208

 
463

 
2,936

 
1,608

 
Net interest income after provision for loan losses
 
20,184

 
18,732

 
18,874

 
17,293

 
19,024

 
57,790

 
56,083

 
Noninterest income
 
3,477

 
5,287

 
3,857

 
4,430

 
4,002

 
12,621

 
17,302

 
Noninterest expense
 
17,504

 
17,623

 
17,744

 
18,775

 
17,296

 
52,871

 
54,505

 
    Income before income taxes
 
6,157

 
6,396

 
4,987

 
2,948

 
5,730

 
17,540

 
18,880

 
Income tax expense
 
2,105

 
2,067

 
1,757

 
1,339

 
2,022

 
5,929

 
7,094

 
Net income
 
$
4,052

 
$
4,329

 
$
3,230

 
$
1,609

 
$
3,708

 
$
11,611

 
$
11,786

 
 
 
 
 
 
 
 
 
 
 
 
 
   
 
   
 
PER SHARE DATA
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic earnings per share
 
$
0.16

 
$
0.17

 
$
0.13

 
$
0.06

 
$
0.15

 
$
0.45

 
$
0.48

 
Diluted earnings per share
 
0.16

 
0.17

 
0.13

 
0.06

 
0.15

 
0.45

 
0.47

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
PERFORMANCE MEASURES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Return on average equity
 
4.96

%
5.48

%
4.19

%
2.09

%
4.84

%
4.91

%
5.25

%
Return on average assets
 
0.60

 
0.63

 
0.48

 
0.24

 
0.55

 
0.57

 
0.58

 
Taxable equivalent net interest margin
 
3.26

 
3.26

 
3.20

 
3.11

 
3.12

 
3.24

 
3.11

 
Efficiency ratio
 
73.65

 
68.37

 
76.78

 
79.19

 
74.05

 
72.77

 
75.92

 
Equity to assets
 
12.31

 
11.82

 
11.10

 
11.13

 
11.17

 
12.31

 
11.17

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ASSET QUALITY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Allowance for loan losses to loans
 
0.99

%
1.11

%
1.05

%
1.04

%
0.92

%
0.99

%
0.92

%
Net charge-offs
 
$
3,322

 
$
49

 
$
1,290

 
$
147

 
$
306

 
$
4,661

 
$
1,979

 
Net charge-offs to average loans (1)
 
0.68

%
0.01

%
0.26

%
0.03

%
0.06

%
0.32

%
0.13

%
NPAs to total assets
 
0.23

 
0.52

 
0.21

 
0.13

 
0.09

 
0.23

 
0.09

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
AVERAGE BALANCES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total loans
 
$
1,934,505

 
$
1,962,374

 
$
1,949,385

 
$
2,036,995

 
$
2,003,180

 
$
1,948,700

 
$
1,965,092

 
Investment securities
 
455,868

 
455,090

 
419,335

 
349,762

 
335,880

 
443,565

 
372,208

 
Total assets
 
2,701,387

 
2,762,389

 
2,694,715

 
2,722,444

 
2,717,996

 
2,719,519

 
2,704,670

 
Deposits
 
2,121,263

 
2,158,675

 
2,111,992

 
2,094,885

 
2,163,569

 
2,130,677

 
2,164,477

 
Shareholders’ equity
 
323,832

 
316,825

 
308,261

 
308,588

 
306,642

 
316,361

 
299,048

 
Number of common shares - basic
 
25,699,179

 
25,621,910

 
25,320,690

 
25,027,304

 
24,891,822

 
25,548,646

 
24,674,953

 
Number of common shares - diluted
 
25,890,779

 
25,831,281

 
25,672,286

 
25,407,728

 
25,260,280

 
25,799,851

 
25,106,250

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)  Annualized.
 
 
 
 









38


Table 1 - Quarterly Selected Financial Data (continued)
 
 
 
 
 
 
(in thousands, except share and per share data)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2017
 
2016
 
 For the nine months ended September 30,
 
 
Third Quarter
 
Second Quarter
 
First Quarter
 
Fourth Quarter
 
Third Quarter
 
2017
 
2016
AT PERIOD END
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total loans
 
$
1,908,706

 
$
1,963,835

 
$
1,930,965

 
$
2,016,549

 
$
2,054,702

 
$
1,908,706

 
$
2,054,702

Investment securities
 
447,005

 
450,273

 
456,942

 
347,705

 
348,484

 
447,005

 
348,484

Total assets
 
2,638,412

 
2,702,575

 
2,802,078

 
2,727,543

 
2,761,244

 
2,638,412

 
2,761,244

Deposits
 
2,103,645

 
2,113,954

 
2,203,039

 
2,237,580

 
2,188,856

 
2,103,645

 
2,188,856

Shareholders’ equity
 
324,754

 
319,435

 
310,967

 
303,658

 
308,463

 
324,754

 
308,463

Number of common shares outstanding
 
25,716,418

 
25,654,521

 
25,535,013

 
25,093,135

 
24,950,099

 
25,716,418

 
24,950,099

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-GAAP Performance Measures Reconciliation
 
 
 
 
 
 
(in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2017
 
2016
 
 For the nine months ended September 30,
 
 
Third Quarter
 
Second Quarter
 
First Quarter
 
Fourth Quarter
 
Third Quarter
 
2017
 
2016
Taxable equivalent interest income reconciliation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest income - GAAP
 
$
24,351

 
$
24,322

 
$
22,461

 
$
22,307

 
$
22,295

 
$
71,134

 
$
65,910

Taxable equivalent adjustment
 
215

 
223

 
255

 
223

 
133

 
693

 
261

Interest income - taxable equivalent
 
$
24,566

 
$
24,545

 
$
22,716

 
$
22,530

 
$
22,428

 
$
71,827

 
$
66,171

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Taxable equivalent net interest income reconciliation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income - GAAP
 
$
20,291

 
$
20,489

 
$
19,253

 
$
19,278

 
$
19,354

 
$
60,033

 
$
57,430

Taxable equivalent adjustment
 
215

 
223

 
255

 
223

 
133

 
693

 
261

Net interest income - taxable equivalent
 
$
20,506

 
$
20,712

 
$
19,508

 
$
19,501

 
$
19,487

 
$
60,726

 
$
57,691

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Taxable equivalent net interest income after provision for loan losses reconciliation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income after provision for loan losses - GAAP
 
$
19,969

 
$
18,509

 
$
18,619

 
$
17,070

 
$
18,891

 
$
57,097

 
$
55,822

Taxable equivalent adjustment
 
215

 
223

 
255

 
223

 
133

 
693

 
261

Net interest income after provision for loan losses - taxable equivalent
 
$
20,184

 
$
18,732

 
$
18,874

 
$
17,293

 
$
19,024

 
$
57,790

 
$
56,083

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Taxable equivalent income before income taxes reconciliation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) before income taxes - GAAP
 
$
5,942

 
$
6,173

 
$
4,732

 
$
2,725

 
$
5,597

 
$
16,847

 
$
18,619

Taxable equivalent adjustment
 
215

 
223

 
255

 
223

 
133

 
693

 
261

Income before income taxes - taxable equivalent
 
$
6,157

 
$
6,396

 
$
4,987

 
$
2,948

 
$
5,730

 
$
17,540

 
$
18,880

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Taxable equivalent income tax expense reconciliation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income tax expense - GAAP
 
$
1,890

 
$
1,844

 
$
1,502

 
$
1,116

 
$
1,889

 
$
5,236

 
$
6,833

Taxable equivalent adjustment
 
215

 
223

 
255

 
223

 
133

 
693

 
261

Income tax expense - taxable equivalent
 
$
2,105

 
$
2,067

 
$
1,757

 
$
1,339

 
$
2,022

 
$
5,929

 
$
7,094

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Taxable equivalent net interest margin reconciliation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest margin - GAAP
 
3.23
%
 
3.23
%
 
3.16
%
 
3.07
%
 
3.10
%
 
3.21
%
 
3.10
%
Impact of taxable equivalent adjustment
 
0.03

 
0.03

 
0.04

 
0.04

 
0.02

 
0.03

 
0.01

Net interest margin - taxable equivalent
 
3.26
%
 
3.26
%
 
3.20
%
 
3.11
%
 
3.12
%
 
3.24
%
 
3.11
%

39


RESULTS OF OPERATIONS
Net Interest Income and Net Interest Margin
Taxable equivalent net interest income for the third quarter of 2017 totaled $20.5 million, a $1.0 million, or 5%, increase compared to the third quarter of 2016. This increase was primarily driven by a $2.1 million, or 10%, increase in taxable equivalent interest income. The change in taxable equivalent net interest income primarily resulted from the following:
a $1.1 million, or 76%, increase to $2.5 million in taxable equivalent interest income on investment securities, resulting from a $120.0 million, or 36%, increase in average balance, due primarily to the increased investment in non-taxable investment securities; and
a $980,000, or 5%, increase in interest income on loans, resulting from increases in the Fed Funds rate.
Interest expense for the three months ended September 30, 2017 totaled $4.1 million, a $1.1 million, or 38%, increase from the same period of 2016. The rate paid on interest bearing liabilities increased 30 basis points from the third quarter of 2016 to the third quarter of 2017, driven by an increase in interest rates on deposits and other borrowings. Average interest-bearing deposits were lower mainly due to the branch sale in the second quarter of 2017 and a reduction in brokered deposits. In addition, premium amortization of acquired time deposits reduced interest expense during the third quarter of 2017 in the amount of $75,000, compared to $170,000 in the third quarter of 2016.
Taxable equivalent net interest income for the nine months ended September 30, 2017 totaled $60.7 million, a $3.0 million, or 5%, increase compared to the same period in 2016. This increase was primarily driven by a $5.7 million, or 9%, increase in taxable equivalent interest income. The interest income increase primarily resulted from the following:
a $2.9 million, or 64%, increase to $7.4 million in tax equivalent interest income on investment securities, resulting from a $71.4 million, or 19%, increase in average balance, due primarily to the increased investment in non-taxable investment securities; and
a $2.4 million, or 4%, increase in interest income on loans, resulting from increases in the Fed Funds rate.
Interest expense for the nine months ended September 30, 2017 totaled $11.1 million, a $2.6 million, or 31%, increase from the same period of 2016, primarily due to a $1.8 million, or 32%, increase in interest paid on deposits. The rate paid on interest bearing liabilities increased 23 basis points from the first nine months of 2016 to the same period of 2017, driven by an increase in interest rates on deposits and other borrowings. In addition, premium amortization of acquired time deposits reduced interest expense during the first nine months of 2017 in the amount of $280,000, as compared to $712,000 in the same period of 2016.
Taxable equivalent net interest margin increased to 3.26% from 3.12% for the three months ended September 30, 2017 compared to the three months ended September 30, 2016. Taxable equivalent net interest margin for the nine months ended September 30, 2017 increased to 3.24% compared to 3.11% for the nine months ended September 30, 2016. The primary reasons for the increase in taxable equivalent net interest margin for the three and nine month periods were the higher level of investment in non-taxable investment securities and higher interest rates on loans resulting from Fed Funds rate increases.
The following table presents information regarding average balances for assets and liabilities, the total dollar amounts of interest income and dividends from average interest-earning assets, the total dollar amounts of interest expense on average interest-bearing liabilities, and the resulting average yields and costs. The yields and costs for the periods indicated are derived by dividing the income or expense by the average balances for assets or liabilities, respectively, for the periods presented. Loan fees are included in interest income on loans.


40


Table 2 - Average Balance Sheets and Net Interest Analysis
 
 
 
 
 
 
(dollars in thousands; taxable equivalent)
 
 
 
 
 
 
 
 
 
 
Three months ended September 30,
 
 
2017
 
2016
 
 
Average Balance
 
Interest Income/Expense
 
Tax Equivalent Yield/Rate
 
Average Balance
 
Interest Income/Expense
 
Tax Equivalent Yield/Rate
Assets
 
 
 
 
 
 
 
 
 
 
 
 
Interest bearing deposits in other banks
 
$
69,839

 
$
216

 
1.23
%
 
$
109,883

 
$
158

 
0.57
%
Other short-term investments
 
13,830

 
67

 
1.92

 
18,741

 
60

 
1.27

Investment securities:
 
 
 
 
 
 
 
 
 
 
 
 
    Taxable investment securities
 
373,087

 
1,812

 
1.93

 
283,303

 
1,033

 
1.45

    Non-taxable investment securities (1)
 
82,781

 
701

 
3.36

 
52,577

 
393

 
2.97

Total investment securities
 
455,868

 
2,513

 
2.19

 
335,880

 
1,426

 
1.69

Total loans
 
1,934,505

 
21,491

 
4.41

 
2,003,180

 
20,511

 
4.07

FHLB and FRB stock
 
18,494

 
279

 
5.99

 
17,192

 
273

 
6.32

     Total interest-earning assets
 
2,492,536

 
24,566

 
3.91

 
2,484,876

 
22,428

 
3.59

Non-earning assets
 
208,851

 
 
 
 
 
233,120

 
 
 
 
     Total assets
 
$
2,701,387

 
 
 
 
 
$
2,717,996

 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
Interest bearing deposits:
 
 
 
 
 
 
 
 
 
 
 
 
NOW, money market, and savings
 
1,192,664

 
1,886

 
0.63

 
1,236,828

 
1,338

 
0.43

Time deposits
 
143,862

 
292

 
0.81

 
175,135

 
241

 
0.55

Brokered deposits
 
156,708

 
515

 
1.30

 
196,598

 
377

 
0.76

Total interest-bearing deposits
 
1,493,234

 
2,693

 
0.72

 
1,608,561

 
1,956

 
0.48

Other borrowings
 
179,808

 
543

 
1.20

 
157,957

 
170

 
0.43

Long-term debt
 
49,465

 
824

 
6.61

 
49,296

 
815

 
6.58

     Total interest-bearing liabilities
 
1,722,507

 
4,060

 
0.94

 
1,815,814

 
2,941

 
0.64

Demand deposits
 
628,029

 
 
 
 
 
555,008

 
 
 
 
Other liabilities
 
27,019

 
 
 
 
 
40,532

 
 
 
 
Shareholders’ equity
 
323,832

 
 
 
 
 
306,642

 
 
 
 
     Total liabilities and shareholders’ equity
 
$
2,701,387

 
 
 
 
 
$
2,717,996

 
 
 
 
Net interest spread
 
 
 
 
 
2.97
%
 
 
 
 
 
2.95
%
Net interest income and net interest margin (2)
 
 
 
$
20,506

 
3.26
%
 
 
 
$
19,487

 
3.12
%
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)  Interest revenue on tax-exempt securities has been increased to reflect comparable interest on taxable securities. The rate used was 35%, reflecting the statutory federal income tax rate.
(2)  Taxable equivalent net interest income divided by total interest-earning assets using the appropriate day count convention based on the type of interest-earning asset.


41


Table 2 - Average Balance Sheets and Net Interest Analysis (continued)
 
 
 
 
 
 
(dollars in thousands; taxable equivalent)
 
 
 
 
 
 
 
 
 
 
Nine months ended September 30,
 
 
2017
 
2016
 
 
Average Balance
 
Interest Income/Expense
 
Tax Equivalent Yield/Rate
 
Average Balance
 
Interest Income/Expense
 
Tax Equivalent Yield/Rate
Assets
 
 
 
 
 
 
 
 
 
 
 
 
Interest bearing deposits in other banks
 
$
76,079

 
$
614

 
1.08
%
 
$
100,279

 
$
481

 
0.64
%
Other short-term investments
 
16,198

 
231

 
1.91

 
24,120

 
244

 
1.35

Investment securities:
 
 
 
 
 
 
 
 
 
 
 
 
    Taxable investment securities
 
362,080

 
5,197

 
1.92

 
337,263

 
3,714

 
1.47

    Non-taxable investment securities (1)
 
81,485

 
2,167

 
3.56

 
34,945

 
768

 
2.94

Total investment securities
 
443,565

 
7,364

 
2.22

 
372,208

 
4,482

 
1.61

Total loans
 
1,948,700

 
62,846

 
4.31

 
1,965,092

 
60,418

 
4.11

FHLB and FRB stock
 
19,147

 
772

 
5.39

 
13,825

 
546

 
5.28

     Total interest-earning assets
 
2,503,689

 
71,827

 
3.84

 
2,475,524

 
66,171

 
3.57

Non-earning assets
 
215,830

 
 
 
 
 
229,146

 
 
 
 
     Total assets
 
$
2,719,519

 
 
 
 
 
$
2,704,670

 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
Interest bearing deposits:
 
 
 
 
 
 
 
 
 
 
 
 
NOW, money market, and savings
 
1,171,369

 
4,842

 
0.55

 
1,182,520

 
3,646

 
0.41

Time deposits
 
152,190

 
833

 
0.73

 
221,937

 
654

 
0.39

Brokered deposits
 
182,195

 
1,546

 
1.13

 
210,803

 
1,170

 
0.74

Total interest-bearing deposits
 
1,505,754

 
7,221

 
0.64

 
1,615,260

 
5,470

 
0.45

Other borrowings
 
196,352

 
1,409

 
0.96

 
156,148

 
553

 
0.47

Long-term debt
 
49,423

 
2,471

 
6.68

 
49,254

 
2,457

 
6.66

     Total interest-bearing liabilities
 
1,751,529

 
11,101

 
0.85

 
1,820,662

 
8,480

 
0.62

Demand deposits
 
624,923

 
 
 
 
 
549,217

 
 
 
 
Other liabilities
 
26,706

 
 
 
 
 
35,743

 
 
 
 
Shareholders’ equity
 
316,361

 
 
 
 
 
299,048

 
 
 
 
     Total liabilities and shareholders’ equity
 
$
2,719,519

 
 
 
 
 
$
2,704,670

 
 
 
 
Net interest spread
 
 
 
 
 
2.99
%
 
 
 
 
 
2.95
%
Net interest income and net interest margin (2)
 
 
 
$
60,726

 
3.24
%
 
 
 
$
57,691

 
3.11
%
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)  Interest revenue on tax-exempt securities has been increased to reflect comparable interest on taxable securities. The rate used was 35%, reflecting the statutory federal income tax rate.
(2)  Taxable equivalent net interest income divided by total interest-earning assets using the appropriate day count convention based on the type of interest-earning asset.


42


The following table shows the relative effect on taxable equivalent net interest income for changes in the average outstanding amounts (volume) of interest-earning assets and interest-bearing liabilities and the rates earned and paid on such assets and liabilities (rate). Variances resulting from a combination of changes in rate and volume are allocated in proportion to the absolute dollar amounts of the change in each category .
Table 3 - Changes in Taxable Equivalent Net Interest Income
 
 
 
 
 
 
(dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended September 30, 2017 Compared to 2016
Increase (decrease) Due to Changes in:
 
Nine Months Ended September 30, 2017 Compared to 2016
Increase (decrease) Due to Changes in:
 
 
Volume
 
Yield/Rate
 
Total Change
 
Volume
 
Yield/Rate
 
Total Change
Interest earning assets
 
 
 
 
 
 
 
 
 
 
 
 
Interest bearing deposits in other banks
 
$
(124
)
 
$
182

 
$
58

 
$
(195
)
 
$
328

 
$
133

Other short-term investments
 
(24
)
 
31

 
7

 
(113
)
 
100

 
(13
)
Investment securities:
 
 
 
 
 
 
 
 
 
 
 
 
    Taxable investment securities
 
436

 
343

 
779

 
356

 
1,127

 
1,483

    Non-taxable investment securities
 
256

 
52

 
308

 
1,238

 
161

 
1,399

Total investment securities
 
692

 
395

 
1,087

 
1,594

 
1,288

 
2,882

Total loans
 
(763
)
 
1,743

 
980

 
(529
)
 
2,957

 
2,428

FHLB and FRB stock
 
20

 
(14
)
 
6

 
215

 
11

 
226

Total interest-earning assets
 
(199
)
 
2,337

 
2,138

 
972

 
4,684

 
5,656

Interest bearing liabilities
 
 
 
 
 
 
 
 
 
 
 
 
Interest bearing deposits:
 
 
 
 
 
 
 
 
 
 
 
 
NOW, money market, and savings
 
(70
)
 
618

 
548

 
(46
)
 
1,242

 
1,196

Time deposits
 
(63
)
 
114

 
51

 
(382
)
 
561

 
179

Brokered deposits
 
(131
)
 
269

 
138

 
(243
)
 
619

 
376

Total interest-bearing deposits
 
(264
)
 
1,001


737

 
(671
)
 
2,422

 
1,751

Total borrowings
 
66

 
307

 
373

 
288

 
568

 
856

Total long-term debt
 
3

 
6

 
9

 
8

 
6

 
14

Total interest-bearing liabilities
 
(195
)
 
1,314

 
1,119

 
(375
)
 
2,996

 
2,621

Change in net interest income
 
$
(4
)
 
$
1,023

 
$
1,019

 
$
1,347

 
$
1,688

 
$
3,035

Provision for Loan Losses
Management considers a number of factors in determining the required level of the allowance for loan losses and the provision required to achieve what is believed to be appropriate reserve level, including historical loss experience, loan growth, credit risk rating trends, nonperforming loan levels, delinquencies, loan portfolio concentrations and economic and market trends. The provision for loan losses represents management’s determination of the amount necessary to be charged against the current period’s earnings to maintain the allowance for loan losses at a level that it considered adequate in relation to the estimated losses inherent in the loan portfolio.
For the three months ended September 30, 2017, the provision for loan losses was $322,000, a decrease of $141,000, or 30%, compared to the three months ended September 30, 2016. For the nine months ended September 30, 2017, the provision for loan losses was $2.9 million, an increase of $1.3 million, or 83%, compared to the nine months ended September 30, 2016.
The lower provision for the three months ended September 30, 2017 was primarily related to a reduction in loan growth. The higher provision for the nine months ended September 30, 2017 was primarily related to the downgrade of a $7.7 million loan relationship to nonperforming in the second quarter of 2017 and an additional $1.0 million specific reserve related to this downgrade. A $3.3 million charge-off was recorded in the third quarter of 2017 for this relationship. At September 30, 2017, nonperforming loans totaled $4.6 million compared to $790,000 at September 30, 2016. Net loan charge-offs were .68% and .32%, respectively, of average loans (annualized) for the three and nine months ended September 30, 2017 compared to .06% and .13%, respectively, for the three and nine months ended September 30, 2016. The allowance for loan losses to total loans at September 30, 2017 was 0.99%, compared to .92% at September 30, 2016.

43


Noninterest Income

Noninterest income for the three and nine months ended September 30, 2017 was $3.5 million and $12.6 million, respectively, a decrease of $525,000, or 13%, compared to the third quarter of 2016, and a decrease of $4.7 million, or 27%, from the nine months ended September 30, 2016. The following table presents the components of noninterest income.
Table 4 - Noninterest Income
 
 
 
 
 
 
 
 
 
 
 
 
 
(dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Three months ended September 30,
 
 Change
 
Nine months ended September 30,
 
 Change
 
 
 
2017
 
2016
 
$
 
%
 
2017
 
2016
 
$
 
%
 
Service charges
 
$
1,247

 
$
1,270

 
$
(23
)
 
(2
)
%
$
3,870

 
$
4,160

 
$
(290
)
 
(7
)
%
Securities gains, net
 
(80
)
 

 
(80
)
 

 
(80
)
 
44

 
(124
)
 
(282
)
 
Gain on sales of other assets
 
44

 
71

 
(27
)
 
(38
)
 
788

 
150

 
638

 
425

 
Mortgage income
 
320

 
632

 
(312
)
 
(49
)
 
965

 
1,418

 
(453
)
 
(32
)
 
Trust income
 
437

 
361

 
76

 
21

 
1,332

 
1,061

 
271

 
26

 
Derivatives income (loss)
 
(3
)
 
69

 
(72
)
 
(104
)
 
62

 
232

 
(170
)
 
(73
)
 
Bank owned life insurance
 
384

 
424

 
(40
)
 
(9
)
 
1,146

 
1,215

 
(69
)
 
(6
)
 
SBA lending activities
 
888

 
959

 
(71
)
 
(7
)
 
3,286

 
3,043

 
243

 
8

 
TriNet lending activities
 
20

 

 
20

 

 
60

 
1,144

 
(1,084
)
 
(95
)
 
Gains on sale of branches
 

 

 

 

 
302

 
3,885

 
(3,583
)
 
(92
)
 
Other noninterest income
 
220

 
216

 
4

 
2

 
890

 
950

 
(60
)
 
(6
)
 
Total noninterest income
 
$
3,477

 
$
4,002

 
$
(525
)
 
(13
)
%
$
12,621

 
$
17,302

 
$
(4,681
)
 
(27
)
%
Service charges for the three and nine months ended September 30, 2017 decreased $23,000, or 2%, and $290,000, or 7%, respectively, from the same periods in 2016. The decrease was primarily due to the reduction of retail customer activity from the sale of seven legacy FSGBank branches in the second quarter of 2016 and one branch in the second quarter of 2017.
Gain on sales of other assets for the first nine months of 2017 increased $638,000, or 425% from the same period in 2016 due to a $240,000 gain on sale of other real estate and a $426,000 gain on the sale of a tax credit investment during the second quarter of 2017. Mortgage income for the three and nine months ended September 30, 2017 decreased $312,000, or 49%, and $453,000, or 32%, respectively, from the same periods in 2016 due to higher interest rates and lower demand. Trust income for the three and nine months ended September 30, 2017 increased $76,000, or 21%, and $271,000, or 26%, respectively, from the same periods in 2016 due to an increase in managed assets.
Income from SBA lending activities for the third quarter of 2017 decreased $71,000, or 7%, from the same period in 2016, due to a lower level of loan sales. During the three months ended September 30, 2017 and 2016, guaranteed portions of 14 and 16 SBA loans with principal balances of $11.8 million and $18.5 million, respectively, were sold in the secondary market. Income from SBA lending activities for the first nine months of 2017 increased $243,000, or 8%, from the same period in 2016, due to a higher level of loan sales earlier in 2017. During the nine months ended September 30, 2017 and 2016, guaranteed portions of 35 and 36 SBA loans with principal balances of $48.7 million and $48.5 million, respectively, were sold in the secondary market. During the three and nine months ended September 30, 2016, the TriNet lending division contributed $0 and $1.1 million, respectively, in noninterest income from the sale of loans. During the third quarter of 2016, Atlantic Capital made the decision to close the TriNet Lending division.
On December 17, 2015, Atlantic Capital announced that it had entered into agreements for the sale of seven legacy FSGBank branches in Eastern Tennessee. The sale of four of the branches closed on April 1, 2016 and the sale of the remaining three branches closed on May 13, 2016. The branch sales resulted in a net gain of $3.9 million for the nine months ended September 30, 2016 and included the sale of approximately $191.0 million in deposits, $34.7 million in loans and $8.6 million in other assets. The net gain included the write-off of $2.0 million in core deposit intangibles. In addition, $305,000 in expenses related to the sales were recorded in noninterest expense.
On December 9, 2016, Atlantic Capital entered into a definitive agreement to sell one branch in Cleveland, Tennessee, to SmartBank. The sale closed in the second quarter of 2017, and resulted in a net gain of $302,000 as well as a reduction of approximately $21.9 million in deposits and approximately $27.3 million in loans and other assets. The gross gain of $533,000 was reduced by an impairment of $337,000 in core deposit intangibles, which was offset by a $106,000 reversal in time deposit premium. There were also $38,000 of expenses associated with the divestiture included in noninterest expense in the second quarter of 2017.

44


Noninterest Expense
The following table presents the components of noninterest expense.
Table 5 - Noninterest Expense
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Three months ended September 30,
 
 Change
 
Nine months ended September 30,
 
 Change
 
 
 
2017
 
2016
 
$
 
%
 
2017
 
2016
 
$
 
%
 
Salaries and employee benefits
 
$
10,409

 
$
10,059

 
$
350

 
3

%
$
32,077

 
$
31,034

 
$
1,043

 
3

%
Occupancy
 
1,129

 
1,235

 
(106
)
 
(9
)
 
3,433

 
3,609

 
(176
)
 
(5
)
 
Equipment and software
 
776

 
862

 
(86
)
 
(10
)
 
2,577

 
2,272

 
305

 
13

 
Professional services
 
1,595

 
442

 
1,153

 
261

 
3,472

 
1,950

 
1,522

 
78

 
Postage, printing and supplies
 
63

 
61

 
2

 
3

 
226

 
389

 
(163
)
 
(42
)
 
Communications and data processing
 
982

 
617

 
365

 
59

 
3,038

 
2,227

 
811

 
36

 
Marketing and business development
 
272

 
269

 
3

 
1

 
721

 
853

 
(132
)
 
(15
)
 
FDIC premiums
 
308

 
415

 
(107
)
 
(26
)
 
754

 
1,306

 
(552
)
 
(42
)
 
Merger and conversion costs
 

 
579

 
(579
)
 
(100
)
 
304

 
2,538

 
(2,234
)
 
(88
)
 
Amortization of intangibles
 
391

 
520

 
(129
)
 
(25
)
 
1,286

 
1,950

 
(664
)
 
(34
)
 
Foreclosed property/problem asset expense
 
7

 
39

 
(32
)
 
(82
)
 
117

 
198

 
(81
)
 
(41
)
 
Other noninterest expense
 
1,572

 
2,198

 
(626
)
 
(28
)
 
4,866

 
6,179

 
(1,313
)
 
(21
)
 
Total noninterest expense
 
$
17,504

 
$
17,296

 
$
208

 
1

%
$
52,871

 
$
54,505

 
$
(1,634
)
 
(3
)
%

Noninterest expense for the third quarter of 2017 was $17.5 million, an increase of $208,000, or 1%, from the third quarter of 2016. For the nine months ended September 30, 2017, noninterest expense totaled $52.9 million, a decrease of $1.6 million, or 3%, from the same period in 2016. The decrease from the prior periods mostly reflects lower merger and conversion costs related to the acquisition of First Security.
Salaries and employee benefits expense for the three months ended September 30, 2017 totaled $10.4 million, an increase of $350,000, or 3%, from the same period in 2016. For the first nine months of 2017, salaries and employee benefits totaled $32.1 million, an increase of $1.0 million, or 3%, from the first nine months of 2016. The increase was primarily attributable to a higher headcount. Full time equivalent headcount totaled 343 at September 30, 2017, compared to 328 at September 30, 2016, an increase of 15 positions, mainly due to increased staffing needs of the Bank and the opening of the Charlotte office.
Occupancy costs were $1.1 million for the third quarter of 2017, a decrease of $106,000, or 9%, compared to the third quarter of 2016. For the nine months ended September 30, 2017, occupancy costs were $3.4 million, a decrease of $176,000, or 5%, from the first nine months of 2016. The decrease was due to the divestiture of seven branches in the second quarter of 2016 and one branch in the second quarter of 2017.
Equipment and software costs were $776,000 for the third quarter of 2017, a decrease of $86,000, or 10%, compared to the third quarter of 2016. For the nine months ended September 30, 2017, equipment and software costs were $2.6 million, an increase of $305,000, or 13%, from the first nine months of 2016. The decrease in the third quarter of 2017 was due to lower ATM managed services costs and depreciation. The increase for the nine months ended September 30, 2017 was due to higher maintenance contracts and an increase in ATM managed services costs due to higher payments made in the first and second quarters of 2017.
Professional services costs were $1.6 million for the third quarter of 2017, an increase of $1.2 million, or 261%, compared to the third quarter of 2016. For the nine months ended September 30, 2017, professional services costs were $3.5 million, an increase of $1.5 million, or 78%, from the first nine months of 2016. The increase was due to higher accounting and legal fees related to the public offering of Atlantic Capital stock to a selling stockholder during the third quarter of 2017.
Communications and data processing costs were $982,000 for the third quarter of 2017, an increase of $365,000, or 59%, compared to the third quarter of 2016. For the nine months ended September 30, 2017, communications and data processing costs were $3.0 million, an increase of $811,000, or 36%, from the first nine months of 2016. In 2016, core processing expenses were reduced by vendor credits.
Merger and conversion costs were $0 for the third quarter of 2017, a decrease of $579,000, or 100%, compared to the third quarter of 2016. For the nine months ended September 30, 2017, merger and conversion costs were $304,000, a decrease of $2.2 million, or 88%, from the first nine months of 2016. Merger expenses include professional fees, severance, rebranding and data conversion costs related to the acquisition of First Security.

45


Amortization of intangibles includes the amortization of core deposit intangible related to the acquisition of First Security and totaled $391,000 and $1.3 million for the three and nine months ended September 30, 2017, respectively, and $520,000 and $2.0 million for the three and nine months ended September 30, 2016, respectively. The decrease in 2017 was mainly due to the write-off of core deposit intangibles related to the seven branches divested during the second quarter of 2016 and one branch divested during the second quarter of 2017.
Income Taxes
Atlantic Capital monitors and evaluates the potential impact of current events on the estimates used to establish income tax expenses and income tax liabilities. On a periodic basis, Atlantic Capital evaluates its income tax positions based on current tax law and positions taken by various tax auditors within the jurisdictions where Atlantic Capital is required to file income tax returns.
The income tax provision for the three and nine months ended September 30, 2017 was $1.9 million and $5.2 million, respectively, as compared with $1.9 million and $6.8 million for the same periods in 2016. The effective tax rate (as a percentage of pre-tax earnings) was 31.8% and 31.1%, respectively, for the three and nine months ended September 30, 2017 compared to 33.8% and 36.7%, respectively, for the same periods in 2016. The decrease in the effective tax rate for the three and nine months ended September 30, 2017 was driven mainly by the decrease in non-deductible merger expenses in 2017 compared to 2016, excess benefit related to stock compensation in 2017 compared to 2016, and the increase in non-taxable income on municipal securities purchased throughout the latter half of 2016 and beginning of 2017.
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts and their respective tax basis including operating losses and tax credit carryforwards. Net deferred tax assets (deferred tax assets net of deferred tax liabilities and valuation allowance) are reported in the consolidated balance sheet as a component of total assets.
Accounting Standards Codification Topic 740, Income Taxes , requires that companies assess whether a valuation allowance should be established against their deferred tax assets based on the consideration of all available evidence using a “more likely than not” standard. The determination of whether a valuation allowance for deferred tax assets is appropriate is subject to considerable judgment and requires an evaluation of all positive and negative evidence with more weight given to evidence that can be objectively verified. Each quarter, management considers both positive and negative evidence and analyzes changes in near-term market conditions as well as other factors which may impact future operating results.
Based on all evidence considered, as of September 30, 2017 and 2016, management concluded that it was more likely than not that the net deferred tax asset would be realized, except as outlined in the following discussion. At September 30, 2017 and 2016, Atlantic Capital had a deferred tax asset valuation allowance totaling $9.2 million and $9.0 million, respectively, on certain net operating loss carryforwards due to the fact that certain tax attributes are subject to an annual limitation as a result of the acquisition of First Security, which constituted a change of ownership as defined under Internal Revenue Code Section 382. Management expects to generate higher levels of future taxable income and believes this will allow for full utilization of Atlantic Capital’s remaining net operating loss carryforwards within the statutory carryforward periods.

46


FINANCIAL CONDITION
Total assets at September 30, 2017 and December 31, 2016 were $2.64 billion and $2.73 billion, respectively. Average total assets for the third quarter of 2017 were $2.70 billion, compared to $2.72 billion in the third quarter of 2016.
Loans
At September 30, 2017, total loans decreased $108.0 million, or 5%, to $1.91 billion compared to $2.02 billion at December 31, 2016, primarily due to the sale of $30.9 million in loans in connection with the Cleveland branch sale, as well as a decrease of $106.0 million in mortgage warehouse participations, resulting from a decrease in commitments and the market effect of increases in the Fed Funds rate. Table 6 provides additional information regarding Atlantic Capital’s loan portfolio.
Table 6 - Loans
 
 
 
 
 
 
 
 
(dollars in thousands)
 
 
 
 
 
 
 
 
 
 
September 30, 2017
 
% of Total Loans
 
December 31, 2016
 
% of Total Loans
 
 
 
 
 
 
 
 
 
Loans held for sale
 
 
 
 
 
 
 
 
Branch loans held for sale
 
$

 
 
 
$
30,917

 
 
Other loans held for sale
 
3,274

 
 
 
4,302

 
 
Total loans held for sale
 
$
3,274

 
 
 
$
35,219

 
 
 
 
 
 
 
 
 
 
 
Loans held for investment
 
 
 
 
 
 
 
 
Commercial loans:
 
 
 
 
 
 
 
 
Commercial and industrial
 
$
562,426

 
30
%
 
$
531,061

 
27
%
Commercial real estate:
 
 
 
 
 
 
 
 
Owner occupied
 
348,447

 
18

 
352,523

 
18

Non-owner occupied
 
596,407

 
31

 
506,255

 
26

Construction and land
 
132,080

 
7

 
219,352

 
11

Mortgage warehouse participations
 
41,551

 
2

 
147,519

 
7

Total commercial loans
 
1,680,911

 
88

 
1,756,710

 
89

 
 
 
 
 
 
 
 
 
Residential:
 
 
 
 
 
 
 
 
Residential mortgages
 
101,976

 
5

 
101,921

 
5

Home equity
 
78,773

 
4

 
77,358

 
4

Total residential loans
 
180,749

 
9

 
179,279

 
9

 
 
 
 
 
 
 
 
 
Consumer
 
31,750

 
2

 
27,338

 
1

Other
 
16,106

 
1

 
21,565

 
1

 
 
1,909,516

 
 
 
1,984,892

 
 
Less net deferred fees and other unearned income
 
(4,084
)
 
 
 
(3,562
)
 
 
Total loans held for investment
 
1,905,432

 
 
 
1,981,330

 
 
 
 
 
 
 
 
 
 
 
Total loans
 
$
1,908,706

 
 
 
$
2,016,549

 
 

47


Nonperforming Assets
Nonperforming assets include nonaccrual loans, accruing loans past due 90 days or more, and other real estate owned. Loans are considered to be past due when payment is not received from the borrower by the contractually specified due date. Interest accruals on loans are discontinued when interest or principal has been in default 90 days or more, unless the loan is both secured by collateral that is sufficient to repay the debt in full and the loan is in the process of collection. When a loan is placed on nonaccrual status, interest accrued and not paid in the current accounting period is reversed against current period income. Interest accrued and not paid in prior periods, if significant, is reversed against the allowance for loan losses.
Income on such loans is subsequently recognized on a cash basis as long as the future collection of principal is deemed probable or after all principal payments are received. Commercial loans are placed back on accrual status after sustained performance of timely and current principal and interest payments and it is probable that all remaining amounts due, both principal and interest, are fully collectible according to the terms of the loan agreement. Residential loans and consumer loans are generally placed back on accrual status when they are no longer past due.
Purchased Credit Impaired (“PCI”) loans accounted for under ASC 310-30 are considered past due or delinquent when the contractual principal or interest due in accordance with the terms of the loan agreement remains unpaid after the due date of the scheduled payment. However, these loans are considered as performing, even though they may be contractually past due, as any non-payment of contractual principal or interest is considered in the periodic re-estimation of expected cash flows and is included in the resulting recognition of current period covered loan loss provision or future period yield adjustments. PCI loans totaling $1.1 million were not classified as nonaccrual at September 30, 2017 as the carrying value of the respective loan or pool of loans cash flows were considered estimable and collection was probable. Therefore, interest revenue, through accretion of the difference between the carrying value of the loans and the expected cash flows, is being recognized on all PCI loans.
At September 30, 2017, Atlantic Capital’s nonperforming assets totaled $6.0 million, or 0.23% of assets, compared to $3.5 million, or 0.13% of assets, at December 31, 2016. The increase was primarily due to the Bank placing two loan relationships totaling $2.4 million on nonaccrual status.
Nonaccrual loans totaled $4.1 million and $621,000 as of September 30, 2017 and December 31, 2016, respectively. The increase was primarily due to the Bank placing two loan relationships totaling $2.4 million on nonaccrual status. Loans past due 90 days and still accruing totaled $495,000 at September 30, 2017 compared to $994,000 at December 31, 2016. Table 7 provides details on nonperforming assets and other risk elements.
Table 7 - Nonperforming assets
 
 
 
 
 
 
 
 
 
 
 
(dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2017
 
June 30, 2017
 
March 31, 2017
 
December 31, 2016
 
September 30, 2016
 
Nonaccrual loans
 
$
4,058

 
$
11,909

 
$
3,212

 
$
621

 
$
28

 
Loans past due 90 days and still accruing
 
495

 
391

 
771

 
994

 
762

 
Total nonperforming loans* (NPLs)
 
4,553

 
12,300

 
3,983

 
1,615

 
790

 
Other real estate owned
 
1,494

 
1,819

 
1,869

 
1,872

 
1,727

 
Total nonperforming assets (NPAs)
 
$
6,047

 
$
14,119

 
$
5,852

 
$
3,487

 
$
2,517

 
NPLs as a percentage of total loans
 
0.24

%
0.63

%
0.21

%
0.08

%
0.04

%
NPAs as a percentage of total assets
 
0.23

 
0.52

 
0.21

 
0.13

 
0.09

 
*Nonperforming loans exclude those loans which are PCI loans
T roubled Debt Restructurings
 
TDRs are selectively made to provide relief to customers experiencing liquidity challenges or other circumstances that could affect their ability to meet their debt obligations. Typical modifications include short-term deferral of interest or modification of payment terms. Nonperforming TDRs are not accruing interest and are included as nonperforming assets within nonaccrual loans. TDRs which are accruing interest based on the restructured terms are considered performing. Table 8 summarizes TDRs.

48


Table 8 - Troubled Debt Restructurings
(dollars in thousands)
 
 
 
 
 
 
September 30, 2017
 
December 31, 2016
Accruing TDRs
 
$
5,612

 
$
6,602

Nonaccruing TDRs
 
1,508

 

    Total TDRs
 
$
7,120

 
$
6,602

Potential Problem Loans
Management identifies and maintains a list of potential problem loans. These are loans that are internally risk graded special mention or below but which are not included in nonaccrual status and are not past due 90 days or more. A loan is added to the potential problem list when management becomes aware of information about possible credit problems of the borrower which raises serious doubts as to the ability of such borrower to comply with the current loan repayment terms. Potential problem loans totaled $61.9 million and $47.6 million, respectively, as of September 30, 2017 and December 31, 2016. As a number of potential problem loans are real estate secured, management closely tracks the current values of real estate collateral when assessing the collectability of these loans.
Allowance for Loan Losses
At September 30, 2017, the allowance for loan losses totaled $18.9 million, or 0.99% of loans, compared to $20.6 million, or 1.04% of loans, at December 31, 2016. The decrease in the allowance was primarily related to the $3.3 million charge-off of a loan relationship and the reversal of the specific reserve.
Net charge-offs for the third quarter of 2017 and 2016 were $3.3 million and $306,000, respectively. For the nine months ended September 30, 2017, net charge-offs totaled $4.7 million compared to $2.0 million for the same period in 2016. Table 9 provides details concerning the allowance for loan losses during the past five quarters.
Table 9 - Allowance for Loan Losses (ALL)
(dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
2017
 
2016
 
 
Third
 
Second
 
First
 
Fourth
 
Third
 
 
Quarter
 
Quarter
 
Quarter
 
Quarter
 
Quarter
 
Balance at beginning of period
$
21,870

 
$
19,939

 
$
20,595

 
$
18,534

 
$
18,377

 
Provision for loan losses
314

 
2,048

 
565

 
2,134

 
463

 
Provision for PCI loan losses
8

 
(68
)
 
69

 
74

 

 
Loans charged-off:
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
(3,292
)
 

 
(781
)
 

 
(61
)
 
Commercial real estate
(16
)
 

 
(132
)
 
24

 
(226
)
 
Residential mortgages

 

 
(46
)
 

 

 
Home equity
(31
)
 
(8
)
 

 

 
(9
)
 
Consumer
(7
)
 
(57
)
 
(332
)
 
(158
)
 
(60
)
 
Other

 

 

 

 
(5
)
 
Total loans charged-off
(3,346
)
 
(65
)
 
(1,291
)
 
(134
)
 
(361
)
 
Recoveries on loans previously charged-off:
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
1

 
7

 

 

 
2

 
Commercial real estate

 
2

 

 
(15
)
 
20

 
Construction and land
15

 

 

 

 
12

 
Residential mortgages

 
1

 

 

 
5

 
Home equity

 
1

 

 

 
2

 
Consumer
8

 
5

 
1

 
2

 
12

 
Other

 

 

 

 
2

 
Total recoveries
24

 
16

 
1

 
(13
)
 
55

 
Net charge-offs
$
(3,322
)
 
$
(49
)
 
$
(1,290
)
 
$
(147
)
 
$
(306
)
 
Balance at period end
$
18,870

 
$
21,870

 
$
19,939

 
$
20,595

 
$
18,534

 
 
 
 
 
 
 
 
 
 
 
 
Net charge-offs (annualized) to average loans
0.68

%
0.01

%
0.26

%
0.03

%
0.06

%
Allowance for loan losses to total loans
0.99

 
1.11

 
1.05

 
1.04

 
0.92

 

49


Investment Securities
Investment securities available-for-sale totaled $447.0 million at September 30, 2017, compared to $347.7 million at December 31, 2016. Atlantic Capital purchased $121.4 million in available-for-sale securities during the first quarter of 2017, as a response to the decrease in mortgage warehouse participations. Available-for-sale securities are reported at their aggregate fair value, and unrealized gains and losses are included as a component of other comprehensive income, net of deferred taxes. As of September 30, 2017, investment securities available-for-sale had a net unrealized loss of $3.2 million, compared to a net unrealized loss of $9.6 million as of December 31, 2016. Market changes in interest rates and credit spreads result in temporary unrealized losses as the market price of securities fluctuate. After evaluating the securities with unrealized losses, management concluded that no other than temporary impairment existed as of September 30, 2017.
Changes in the amount of Atlantic Capital’s available-for-sale securities portfolio result primarily from balance sheet trends including loans, deposit balances and short-term borrowings. When inflows arising from deposits and short-term borrowings exceed loan demand, Atlantic Capital invests excess funds in the securities portfolio or in short-term investments. Conversely, when loan demand exceeds growth in deposits and short-term borrowings, Atlantic Capital allows interest-bearing balances with other banks to decline and uses proceeds from maturing or sold securities to fund loan demand. Details of investment securities at September 30, 2017 and December 31, 2016 are provided in Table 10.
Table 10 - Securities
 
 
 
 
 
(dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
September 30, 2017
 
December 31, 2016
 
Available for Sale Securities
 
Amortized Cost
 
Fair Value
 
Amortized Cost
 
Fair Value
 
U.S. Government agencies
 
$
34,961

 
$
34,783

 
$
21,485

 
$
21,152

 
U.S. states and political divisions
 
96,813

 
93,779

 
96,908

 
90,172

 
Trust preferred securities
 
4,747

 
4,675

 
4,727

 
4,525

 
Corporate debt securities
 
16,700

 
16,156

 
19,928

 
19,231

 
Residential mortgage-backed securities
 
296,978

 
297,612

 
214,297

 
212,625

 
Total
 
$
450,199

 
$
447,005

 
$
357,345

 
$
347,705

 
The effective duration of Atlantic Capital’s securities at September 30, 2017 was 4.76 years.
Goodwill and Other Intangible Assets
Atlantic Capital’s core deposit intangible representing the value of the acquired deposit base, is an amortizing intangible asset that is required to be tested for impairment only when events or circumstances indicate that impairment may exist. There were no events or circumstances that led management to believe that any impairment existed at September 30, 2017 in Atlantic Capital’s other intangible assets.

Goodwill represents the premium paid for acquired companies above the fair value of the assets acquired and liabilities assumed, including separately identifiable intangible assets. Atlantic Capital evaluates its goodwill annually, or more frequently if necessary, to determine if any impairment exists.

50


LIQUIDITY AND CAPITAL RESOURCES
Deposits
At September 30, 2017, total deposits were $2.10 billion, a decrease of $133.9 million, or 6%, from December 31, 2016. Noninterest-bearing demand deposits decreased $44.2 million, or 7%, and deposits to be assumed in branch sale decreased $31.6 million, or 100%, from December 31, 2016 to September 30, 2017.
Total average deposits for the quarter ended September 30, 2017 were $2.12 billion, a decrease of $42.3 million, or 2%, from the same period in 2016. Average noninterest-bearing demand deposits increased $73.0 million, or 13%, and average brokered deposits decreased $39.9 million, or 20%, from the quarter ended September 30, 2016 to the same period in 2017. Table 11 provides additional information regarding deposits during the past five quarters.
Table 11 - Deposits
 
 
 
 
 
 
(dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Period End Deposits
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2017
 
June 30, 2017
 
March 31, 2017
 
December 31, 2016
 
September 30, 2016
 
Linked Quarter Change
 
Year Over Year Change
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DDA
 
$
599,292

 
$
612,744

 
$
606,386

 
$
643,471

 
$
557,783

 
$
(13,452
)
 
$
41,509

NOW
 
270,740

 
250,254

 
259,760

 
264,062

 
260,531

 
20,486

 
10,209

Savings
 
30,131

 
30,170

 
30,756

 
27,932

 
29,658

 
(39
)
 
473

Money Market
 
865,238

 
882,824

 
916,390

 
912,493

 
974,072

 
(17,586
)
 
(108,834
)
Time
 
144,250

 
142,915

 
150,867

 
157,810

 
172,348

 
1,335

 
(28,098
)
Brokered
 
193,994

 
195,047

 
209,385

 
200,223

 
194,464

 
(1,053
)
 
(470
)
Deposits to be assumed in branch sale
 

 

 
29,495

 
31,589

 

 

 

Total Deposits
 
$
2,103,645

 
$
2,113,954

 
$
2,203,039

 
$
2,237,580

 
$
2,188,856

 
$
(10,309
)
 
$
(85,211
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Payments Clients
 
$
239,079

 
$
250,104

 
$
321,899

 
$
347,833

 
$
212,049

 
$
(11,025
)
 
$
27,030

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average Deposits (1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2017
 
2016
 
Linked Quarter Change
 
Year Over Year Change
 
 
Third Quarter
 
Second Quarter
 
First Quarter
 
Fourth Quarter
 
Third Quarter
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DDA
 
$
628,029

 
$
626,330

 
$
620,325

 
$
591,166

 
$
555,008

 
$
1,699

 
$
73,021

NOW
 
291,810

 
293,160

 
290,862

 
253,187

 
282,701

 
(1,350
)
 
9,109

Savings
 
30,236

 
30,468

 
30,306

 
29,741

 
30,692

 
(232
)
 
(456
)
Money Market
 
870,618

 
860,116

 
815,920

 
853,281

 
923,435

 
10,502

 
(52,817
)
Time
 
143,862

 
149,898

 
163,021

 
169,677

 
175,135

 
(6,036
)
 
(31,273
)
Brokered
 
156,708

 
198,703

 
191,558

 
197,833

 
196,598

 
(41,995
)
 
(39,890
)
Total Deposits
 
$
2,121,263

 
$
2,158,675

 
$
2,111,992

 
$
2,094,885

 
$
2,163,569

 
$
(37,412
)
 
$
(42,306
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Payments Clients
 
$
209,851

 
$
244,157

 
$
273,630

 
$
211,000

 
$
184,895

 
$
(34,306
)
 
$
24,956

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Noninterest bearing deposits as a percentage of average deposits
 
29.6
%
 
29.0
%
 
29.4
%
 
28.2
%
 
25.7
%
 
 
 
 
Cost of deposits
 
0.50
%
 
0.46
%
 
0.39
%
 
0.37
%
 
0.36
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)  Includes average balances of deposits to be assumed in branch sale.
 
 
 
 

51


Short-Term Borrowings
There were no securities sold under repurchase agreements with commercial checking customers or balances of federal funds purchased as of September 30, 2017 or December 31, 2016.
As a member of the Federal Home Loan Bank of Atlanta (“FHLB”), Atlantic Capital has the ability to acquire short and long-term advances through a blanket agreement secured by our unencumbered qualifying 1-4 family first mortgage loans and by pledging investment securities or individual, qualified loans, subject to approval of the FHLB. At September 30, 2017 and December 31, 2016, Atlantic Capital had FHLB advances of $125.0 million and $110.0 million, respectively. The balance of FHLB borrowings increased due to an increase in short-term funding needs.
Long-Term Debt
During the third quarter of 2015, Atlantic Capital issued $50.0 million in fixed-to-floating rate subordinated notes due in 2025, all of which was outstanding at September 30, 2017.
Liquidity risk management

Liquidity risk is the risk that an institution will be unable to generate or obtain sufficient funding, at a reasonable cost, to meet operational cash needs and to take advantage of revenue producing opportunities as they arise. Other forms of liquidity risk include market constraints on the ability to convert assets into cash at expected levels, an inability to access funding sources at sufficient levels at a reasonable cost, and changes in economic conditions or exposure to credit, market, operational, legal and reputation risks that can affect an institution’s liquidity risk profile. Liquidity management involves maintaining Atlantic Capital’s ability to meet the daily cash flow requirements of Atlantic Capital’s customers, both depositors and borrowers.
Atlantic Capital utilizes various measures to monitor and control liquidity risk across three different types of liquidity:
tactical liquidity measures the risk of a negative cash flow position whereby cash outflows exceed cash inflows over a short-term horizon;
structural liquidity measures the amount by which illiquid assets are supported by long-term funding; and
contingent liquidity utilizes cash flow stress testing across three crisis scenarios to determine the adequacy of Atlantic Capital’s liquidity.

Atlantic Capital aims to maintain a diverse mix of existing and potential liquidity sources to support the liquidity management function. At its core is a reliance on the customer deposit book, due to the low cost it offers. Other sources of liquidity include asset-based liquidity in the form of cash and unencumbered securities, as well as access to wholesale funding from external counterparties, primarily advances from the FHLB of Atlanta, Federal Funds lines and other borrowing facilities. Atlantic Capital aims to avoid funding concentrations by diversifying external secured and unsecured funding with respect to maturities, counterparties and nature. At September 30, 2017, management believes that Atlantic Capital had sufficient on-balance sheet liquidity to meet its funding needs.
At September 30, 2017, Atlantic Capital had access to $375.0 million in unsecured borrowings and $695.2 million in secured borrowings through various sources. Atlantic Capital also has the ability to attract more retail deposits by offering aggressively priced rates.

Shareholders’ Equity and Capital Adequacy
Shareholders’ equity at September 30, 2017 was $324.8 million, an increase of $21.1 million, or 7%, from December 31, 2016. Accumulated other comprehensive income, which includes unrealized gains and losses on securities available-for-sale and unrealized gains and losses on derivatives qualifying as cash flow hedges, is excluded in the calculation of regulatory capital ratios.
Atlantic Capital and the Bank are required to meet minimum capital requirements imposed by regulatory authorities. Failure to meet certain capital requirements may result in actions by regulatory agencies that could have a material impact on Atlantic Capital’s consolidated financial statements. Tables 12 and 13 provide additional information regarding regulatory capital requirements and Atlantic Capital’s capital levels.



52


Table 12 - Capital Ratios
 
 
 
 
 
 
 
 
 
 
 
(dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Consolidated
 
 Bank
 
 Regulatory Guidelines
 
 
 
September 30, 2017
 
December 31, 2016
 
September 30, 2017
 
December 31, 2016
 
Minimum
 
Well capitalized
 
Minimum Capital plus capital conservation buffer 2019
 
Risk based ratios:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common equity tier 1 capital
 
11.3

%
10.3

%
12.8

%
11.8

%
4.5

%
6.5

%
7.0

%
Tier 1 Capital
 
11.3

 
10.3

 
12.8

 
11.8

 
6.0

 
8.0

 
8.5

 
Total capital
 
14.3

 
13.3

 
13.7

 
12.7

 
8.0

 
10.0

 
10.5

 
Leverage ratio
 
9.9

 
9.1

 
11.2

 
10.4

 
4.0

 
5.0

 
 N/A

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common equity tier 1 capital
 
$
261,389

 
$
241,313

 
$
296,437

 
$
276,778

 
 
 
 
 
 
 
Tier 1 capital
 
261,389

 
241,313

 
296,437

 
276,778

 
 
 
 
 
 
 
Total capital
 
330,596

 
311,954

 
316,151

 
298,053

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Risk weighted assets
 
2,313,663

 
2,343,622

 
2,313,329

 
2,344,387

 
 
 
 
 
 
 
Quarterly average total assets for leverage ratio
 
2,635,760

 
2,654,473

 
2,641,320

 
2,654,473

 
 
 
 
 
 
 
Atlantic Capital continues to exceed minimum capital standards and the Bank remains “well-capitalized” under regulatory guidelines.
In July 2013, bank regulatory agencies approved the Basel III capital guidelines, which are aimed at strengthening existing capital requirements for bank holding companies through a combination of higher minimum capital requirements, new capital conservation buffers and more conservative definitions of capital and balance sheet exposure. Atlantic Capital and the Bank became subject to the requirements of Basel III effective January 1, 2015, subject to a transition period for several aspects of the rule.
Under the revised rules, Atlantic Capital’s common equity tier 1 ratio was 11.3 % at September 30, 2017, exceeding the fully phased-in minimum of 7.0%, which includes the 2.5% minimum capital conservation buffer. Management continues to monitor Basel III developments and remains committed to managing Atlantic Capital’s capital levels in a prudent manner.
Table 13 - Tier 1 Common Equity
(dollars in thousands)
 
 
 
 
 
 
 
 
 
September 30, 2017
 
Tier 1 capital
 
$
261,389

 
Less: restricted core capital
 

 
Tier 1 common equity
 
$
261,389

 
 
 
 
 
Risk-adjusted assets
 
$
2,313,663

 
Tier 1 common equity ratio
 
11.3

%
Off-Balance Sheet Arrangements
Atlantic Capital makes contractual commitments to extend credit and issues standby letters of credit in the ordinary course of its business activities. These commitments are legally binding agreements to lend money to customers at predetermined interest rates for a specified period of time. In addition to commitments to extend credit, Atlantic Capital also issues standby letters of credit which are assurances to a third party that it will not suffer a loss if the customer fails to meet a contractual obligation to the third party. At September 30, 2017, Atlantic Capital had issued commitments to extend credit of approximately $686.7 million and standby letters of credit of approximately $13.7 million through various types of commercial lending arrangements.
Based on historical experience, many of the commitments and letters of credit will expire unfunded. Through its various sources of liquidity, Atlantic Capital believes it will be able to fund these obligations as they arise. Atlantic Capital evaluates each customer’s

53


credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary upon extension of credit, is based on Atlantic Capital’s credit evaluation of the borrower. Collateral varies but may include accounts receivable, inventory, property, plant and equipment, and commercial and residential real estate.
Contractual Obligations
There have been no significant changes in Atlantic Capital’s contractual obligations at September 30, 2017 compared to December 31, 2016.
RISK MANAGEMENT
Effective risk management is critical to Atlantic Capital’s success. The Dodd-Frank Act requires that bank holding companies with total assets in excess of $10 billion establish an enterprise-wide risk committee consisting of members of its board of directors. Although Atlantic Capital does not have total assets in excess of $10 billion, the Bank’s board of directors has an Audit and Risk Committee that, among other responsibilities, provides oversight of enterprise-wide risk management activities. The Audit and Risk Committee reviews the Bank’s activities in identifying, measuring and mitigating existing and emerging risks (including credit, liquidity, interest-rate, compliance, operational, strategic and reputational risks). The committee monitors management’s execution of risk management practices in accordance with the risk appetite of the Bank, reviews supervisory examination reports together with management’s response to such examinations and discusses legal matters that may have a material impact on the financial statements or Atlantic Capital’s compliance policies. With guidance from and oversight by the Audit and Risk Committee, management continually refines and enhances its risk management policies and procedures to maintain effective risk management programs and processes.
Credit Risk Management
Credit risk is the risk of not collecting payments pursuant to the contractual terms of loans, leases and investment securities. Atlantic Capital’s independent credit review function conducts risk reviews and analyses of loans to help assure compliance with credit policies and to monitor asset quality trends. The risk reviews include portfolio analysis by industry, collateral type and product. Atlantic Capital has implemented policies and procedures designed to identify potential problem loans as early as possible, to record charge-offs or write-downs as appropriate and to maintain adequate allowances for loan losses that are inherent in the loan portfolio.
Market Risk Management
Market risk reflects the risk of economic loss resulting from adverse changes in market price and interest rates. This risk of loss can be reflected in diminished current market values and/or reduced potential net interest income in future periods. Atlantic Capital’s market risk arises primarily from interest rate risk inherent in Atlantic Capital’s lending and deposit-taking activities. The structure of Atlantic Capital’s loan and deposit portfolios is such that a significant decline in interest rates may adversely impact net market values and net interest income. Atlantic Capital does not maintain a trading account nor is Atlantic Capital subject to currency exchange risk or commodity price risk.
Interest Rate Risk Management
Interest rate risk results principally from assets and liabilities maturing or repricing at different points in time, from assets and liabilities repricing at the same point in time but in different amounts and from short-term and long-term interest rates changing in different magnitudes. Market interest rates also have an impact on the interest rate and repricing characteristics of loans that are originated as well as the rate characteristics of interest-bearing liabilities.
Atlantic Capital assesses interest rate risk by forecasting net interest income under various interest rate scenarios and comparing those results to forecasted net interest income assuming stable rates. Atlantic Capital’s rate shock simulation, as of September 30, 2017, indicates that, over a 12-month period, net interest income is estimated to increase by 13.74 % with rates rising 200-basis points. The increase in net interest income is primarily due to the short-term repricing characteristics of the loan portfolio, combined with a favorable funding mix. Atlantic Capital’s loan portfolio consists mainly of floating rate loans. Atlantic Capital’s core client deposits are likely to allow Atlantic Capital to lag short term interbank rate indices when pricing deposits. Transaction accounts comprise a significant amount of Atlantic Capital’s total deposits.

54


Table 14 provides the impact on net interest income resulting from various interest rate scenarios as of September 30, 2017 and December 31, 2016.
Table 14 - Net Interest Income Sensitivity Simulation Analysis
 
 
 
 
 
 
 
 
 
 
 
 
 
Estimated change in net interest income
Change in interest rate (basis point)
 
September 30, 2017
 
December 31, 2016
-100
 
(9.44
)
%
 
 
(8.59
)
%
 
+100
 
6.70

 
 
 
8.20

 
 
+200
 
13.74

 
 
 
16.39

 
 
+300
 
20.50

 
 
 
20.34

 
 
Atlantic Capital also utilizes the market value of equity (“MVE”) as a tool in measuring and managing interest rate risk. L ong-term interest rate risk exposure is measured using the MVE sensitivity analysis to study the impact of long-term cash flows on capital. As of September 30, 2017, the MVE calculated with a 200-basis point shock up in rates decreased by (1.41) % from the base case MVE value. Table 15 presents the MVE profile as of September 30, 2017 and December 31, 2016.
Table 15 - Market Value of Equity Modeling Analysis
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Estimated % change in MVE
Change in interest rate (basis point)
 
September 30, 2017
 
December 31, 2016
-100
 
(1.09
)
%
 
 
0.90

%
 
+100
 
(0.22
)
 
 
 
(2.39
)
 
 
+200
 
(1.41
)
 
 
 
(4.52
)
 
 
+300
 
(3.22
)
 
 
 
(5.94
)
 
 
Atlantic Capital may utilize interest rate swaps, floors, collars or other derivative financial instruments in an attempt to manage Atlantic Capital’s overall sensitivity to changes in interest rates.


55


ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is included in Part I, Item 2 of this report under “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Risk Management.”

ITEM 4.
CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures as required under Rule 13a-15 promulgated under the Exchange Act, that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of September 30, 2017 , the Company’s management carried out an evaluation, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures. Based on the foregoing, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2017 .
No changes were made to the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act) during the quarter ended September 30, 2017 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

56


PART II - OTHER INFORMATION
 
ITEM 1.
LEGAL PROCEEDINGS

In the ordinary course of operations, Atlantic Capital and the Bank are defendants in various legal proceedings. Additionally, in the ordinary course of business, Atlantic Capital and the Bank are subject to regulatory examinations and investigations. Based on our current knowledge and advice of counsel, in the opinion of management there is no such pending or threatened legal matter which would result in a material adverse change, either individually or in the aggregate, in the consolidated financial condition or results of operations of Atlantic Capital.

ITEM 1A.
RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in the Company’s Annual Report on Form 10-K for the period ended December 31, 2016, under Part I, Item 1A “Risk Factors,” because these risk factors may affect the operations and financial results of the Company. Our evaluation of our risk factors has not changed materially since those discussed in the Annual Report. The risks described in the Annual Report are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and operating results.

ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
None.

ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable.

ITEM 5.
OTHER INFORMATION

None.
ITEM 6.
EXHIBITS

The exhibits listed in the accompanying Exhibit Index are filed as part of this report.

 


57


EXHIBIT INDEX

Amended and Restated Articles of Incorporation of Atlantic Capital Bancshares, Inc., which is incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-4 (file no. 333-204855), initially filed with the Securities and Exchange Commission on June 10, 2015
Amended and Restated Bylaws of Atlantic Capital Bancshares, Inc., which is incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K (file no. 001-37615), filed with the Securities and Exchange Commission on January 19, 2017
Separation Agreement, dated October 25, 2017, by and among Atlantic Capital Bancshares, Inc., Atlantic Capital Bank, N.A. and D. Michael Kramer, which is incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K (file no. 001-37615), filed with the Securities and Exchange Commission on October 26, 2017.*
Atlantic Capital Bancshares, Inc. 2017 Change in Control Plan.*
Atlantic Capital Bank Severance Plan.*
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Executive Officer pursuant to Rule 13a-14(b) under the Exchange Act, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer pursuant to Rule 13a-14(b) under the Exchange Act, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101
The following materials from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016; (ii) the Consolidated Statements of Income for the three and nine months ended September 30, 2017 and 2016; (iii) the Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2017 and 2016; (iv) the Consolidated Statements of Shareholders’ Equity for the nine months ended September 30, 2017 and 2016; (v) the Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016; and (vi) the Notes to the Unaudited Consolidated Financial Statements

* Management contract or compensatory plan or arrangement.

58

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
 
ATLANTIC CAPITAL BANCSHARES, INC.
 
 
 
/s/ Douglas L. Williams
 
Douglas L. Williams
 
Chief Executive Officer (Principal Executive Officer)
 
 
 
 
 
/s/ Patrick T. Oakes
 
Patrick T. Oakes
 
Executive Vice President and
 
Chief Financial Officer
 
(Principal Financial and Accounting Officer)
 
 
 
 
 
 
 
 
 
Date: November 9, 2017
 
 
 
 



59


Exhibit 10.2
ATLANTIC CAPITAL BANCSHARES, INC.
2017 CHANGE IN CONTROL PLAN
EFFECTIVE OCTOBER 19, 2017

SECTION 1.

PURPOSE
The purpose of this Plan is to provide an appropriate measure of protection and security for a Participant in the event that a Change in Control is determined to be in the best interests of the Corporation's shareholders. The Plan is also intended to further the best interests of the Corporation and its shareholders by protecting against the loss or distraction of selected senior officers in the event of a Change in Control.
SECTION 2.     

ADMINISTRATON
This Plan shall be administered by the Compensation Committee, which shall have the power and discretion to interpret this Plan and to take such other action in the operation and administration of this Plan as the Compensation Committee deems necessary or appropriate under the circumstances. The Board of Directors shall have the authority to assume administration of the Plan at any time, in whole or in part, and, in such event, references to the “Compensation Committee” shall include the Board of Directors. The Compensation Committee may in its discretion delegate to the Chief Executive Officer or other officers ministerial or other administrative authority under the Plan, subject to the requirements of Applicable Law and any terms and conditions established by the Compensation Committee.
SECTION 3.     

PARTICIPATION
3.1.      Senior Officers. The Compensation Committee shall select the individuals who shall (subject to Section 3.2) participate in this Plan, but the Compensation Committee shall only select individuals who at the time of their selection are senior officers of the Corporation or the Bank (as determined by the Compensation Committee). For the avoidance of doubt, those individuals who have been previously designated by the Compensation Committee prior to the Effective Date of this Plan to participate in the Corporation’s Prior Change in Control Plan shall continue to be covered by such Prior Change in Control Plan and their rights under such plan shall not be impacted by the adoption of this Plan unless otherwise determined by the Compensation Committee in accordance with the terms of the Prior Change in Control Plan and agreed to by the individual.
3.2.      Termination of Participation. An individual's status as a Participant will (subject to Section 5.5) terminate only upon his or her Separation from Service outside the Protection Period even if his or her status as a senior officer of the Corporation or the Bank ends before the date he or she has a Separation from Service.





SECTION 4.     

DEFINITIONS
In addition to other terms defined herein, the following terms shall have the meanings given:
Affiliate : Means any majority-owned subsidiary or other entity controlled by, controlling or under common control with the Corporation.
Applicable Law : Means any applicable laws, rules or regulations, including the listing or other rules of any applicable stock exchange.
Bank : Means Atlantic Capital Bank and any successor to Atlantic Capital Bank.
Base Salary : Means a Participant's base salary as of the date of the Participant’s Separation from Service.
Beneficiary : Means the person so designated by the Participant on the form provided by the Corporation for this purpose or, if no designation is made or no one so designated survives the Participant, his or her estate.
Board of Directors : Means the Board of Directors of the Corporation (or, where applicable, the Board of Directors of the Bank).
Cash Severance Package : Means:
(a)    an amount equal to 1.5 times the sum of (1) the Participant's Base Salary and (2) his or her annual cash incentive target bonus in effect for the calendar year in which he or she has a Separation from Service; plus
(b)    an amount equal to the Participant's Base Salary times his or her highest annual cash incentive target bonus percentage in effect for the calendar year in which the Participant has a Separation from Service, prorated based on the number of days in such calendar year before the date of his or her Separation from Service.
Cause : Means any of the following:
(a)    the Participant has a Forfeiture Event which harms the Corporation or the Bank in any material respect or has violated in any material respect any restrictive covenants applicable to the Participant in connection with any other matter related to the Corporation or the Bank; or
(b)    the Participant has violated in any willful and material respect the code of ethics and business conduct for officers and employees of the Corporation or the Bank, whichever is applicable, and such code after a Change in Control is consistent in all material respects with the code of ethics and business conduct for the officers and employees of the Corporation or the Bank, whichever is applicable, as in effect immediately before the Change in Control; or
(c)    the Participant has refused to follow in any material respect any reasonable and proper and lawful directive from the Board of Directors of the Corporation or the Bank, whichever is applicable, the CEO or the individual to whom the Participant directly reports; or

2




(d)    the Participant has been convicted of a felony, which conviction standing alone is reasonably likely to have a material and adverse effect on the business or reputation of the Corporation or the Bank; provided, however, no Separation from Service for a Participant shall be for "Cause" unless (i) there shall have been delivered by the Corporation to the Participant a written notice which sets forth the basis for such alleged "Cause" in reasonable detail, (ii) the Participant after the delivery of such notice shall have had thirty (30) business days from the date of delivery of such notice to address and cure any act or omission which is set forth in such notice as the basis for such alleged "Cause" and (iii) the Participant fails to cure such act or omission before the end of such thirty (30)-business day period. Without in any way limiting the effect of the foregoing, for purposes of the Plan, a Participant’s employment shall also be deemed to have been terminated for Cause if, after the Participant’s employment has terminated, facts and circumstances are discovered that would have justified, in the opinion of the Compensation Committee, a termination for Cause.
CEO : Means the individual who is the Chief Executive Officer of the Corporation.
Change in Control : Means any one of the following:
(a)    a change in any one-year period in the members of the Corporation's Board of Directors or the Bank's Board of Directors such that the members of the Corporation's Board of Directors or the Bank's Board of Directors, whichever is applicable, at the beginning of such one year period no longer constitute a majority of the members of the applicable board at the end of such period unless the nomination for election for each new member of the applicable board was approved by at least two thirds (2/3s) of the individuals who were the members of the applicable board at the beginning of such one year period; or
(b)    any "person" (as that term is used in Section 13(d)(3) or Section 14(d)(2) the Securities Exchange Act of 1934, as amended) in one transaction or in a series of related transactions becomes the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of 40% or more the voting power of the Corporation's common stock or the Bank's common stock other than (i) an acquisition directly by or from the Corporation or the Bank, (ii) an initial public offering of the Corporation's common stock or the Bank's common stock, (iii) an acquisition by an employee benefit plan sponsored by the Corporation or the Bank or (iv) any transaction described in subsection (c)(i) through (c)(iii) of this definition of a Change in Control; or
(c)    the consummation of a merger or other corporate transaction involving the Corporation or the Bank unless (i) immediately after such consummation at least 50% of the voting power of the stock of the surviving corporation is held by the persons who were the Corporation's shareholders or the Bank's shareholders, whichever is applicable, immediately before such consummation in substantially the same proportion that they held the voting power of the stock of the Corporation or the Bank, whichever is applicable, immediately before such consummation, (ii) no person holds more than 20% of the voting power of the surviving corporation's stock (other than a person who immediately before such consummation held more than 20% of the voting power of the Corporation's stock or the Bank's stock, whichever is applicable) and (iii) at least 50% of the directors of the surviving corporation were members of the Corporation's Board of Directors or the Bank's Board of Directors, whichever is applicable, immediately before such consummation; or
(d)    the consummation of the sale of substantially all of the assets of the Corporation or the Bank or a liquidation of the Corporation or the Bank.
COBRA Severance Package : Means the reimbursement by the Corporation of the COBRA coverage premiums, if any, paid by the Participant for his or her self-only COBRA coverage each month, which reimbursement shall be made until the first to expire of (i) the 18-month period which starts on the date of

3




the Participant's Separation from Service or (ii) the date the Participant is first eligible to receive at least self-only healthcare coverage from a new employer.
Code : Means the Internal Revenue Code of 1986, as amended.
Compensation Committee : Means the Compensation Committee of the Corporation's Board of Directors or any successor to such committee. It is intended that Compensation Committee members shall be independent under applicable standards to the extent required by Applicable Law.
Corporation : Means Atlantic Capital Bancshares, Inc. and any successor to such corporation or, if there is a Change in Control of Atlantic Capital Bancshares, Inc. or any successor to such corporation as a result of the consummation of a merger or other corporate transaction, the corporation which survives such merger or other corporate transaction. The term “Corporation” may also include the Bank and any other Affiliate, if and to the extent determined by the Compensation Committee.
Forfeiture Event : Means an event described in Exhibit B as a Forfeiture Event.
Golden Parachute Tax : Means the 20% additional tax under Code Section 280G and Code Section 4999 on the payments made to an individual on account of a change in control.
Good Reason : Means any of the following without the Participant’s consent:
(a)    any material diminution in the Participant's position, duties or responsibilities, including any diminution in the reporting relationship with respect to who the Participant directly reports to (unless the change is from reporting directly to the CEO to reporting directly to the next most senior executive officer of the Corporation and such officer reports directly to the CEO) or with respect to the officers or offices or business functions which report directly to the Participant; or
(b)    any material reduction in the Participant's base salary or annual cash incentive bonus opportunity other than as part of a pro-rata reduction effected for the CEO and all other senior officers of the Corporation; or
(c)    any change in the Participant's primary work site if that site is outside a 25-mile radius from his or her primary work site on the date of the Change in Control unless his or her new primary work site is closer to his or her primary residence; or
(d)    the successor to the Corporation or the Bank fails to adopt this Plan in the transaction documents related to a merger or other corporate transaction which constitutes a Change in Control; provided, however,
no Separation from Service shall be for "Good Reason" unless (i) there shall have been delivered by the Participant to the Corporation, within sixty (60) business days of the date the Participant has knowledge of the initial existence of any such event (or the date on which the Participant reasonably would be expected to have knowledge of the initial existence of any such event), a written notice which sets forth the basis for such alleged "Good Reason" in reasonable detail, (ii) the Corporation after the delivery of such notice shall have had thirty (30) business days to address and cure any act or omission set forth in such notice as the basis for such alleged "Good Reason" and (iii) the Corporation fails to cure such act or omission before the end of such thirty (30)-business day period.

4




Participant : Means a senior officer of the Corporation or the Bank who is selected by the Compensation Committee to participate in the Plan.
Plan : Means this Atlantic Capital Bancshares, Inc. 2017 Change in Control Plan (Effective October 19, 2017), as amended from time to time in accordance with Section 6.
Prior Change in Control Plan : Means the Atlantic Capital Bancshares, Inc. Change in Control Plan approved by the Board on July 17, 2014.
Protection Period : Means the period which begins on the date which is 90 days before and ends on the date which 540 days after a Change in Control.
Release : Means a general release which is substantially the same in all material respects as the form of the release attached as Exhibit A to this Plan except that the time period to consider whether to sign the Release may be reduced to the extent consistent with the applicable requirements, if any, of the Older Workers Benefit Protection Act.
Separation from Service : Means a termination of employment which constitutes a permissible payment event under Code Section 409A.
Stock Plan : Means, collectively, the Corporation’s 2015 Stock Incentive Plan, the Corporation’s 2006 Stock Incentive Plan and any other stock incentive plan maintained by the Corporation, in each case as amended and/or restated.
SECTION 5.     

PAYMENT OF SEVERANCE PACKAGE
5.1.      Cash Severance.
(a)      Separation from Service. If during the Protection Period a Participant has a Separation from Service by reason of a termination of his or her employment by the Corporation or the Bank without Cause or a resignation of employment by the Participant for Good Reason, the Corporation shall (subject to Section 5.4 and Section 5.5) pay the Cash Severance Package in accordance with this Section 5.1, less applicable withholdings.
(b)      Timing. The payments described in Section 5.1(a) shall (subject to Section 5.4 and Section 5.5) be made by the Corporation in equal or substantially equal installments on each regular pay day for the Corporation's officers in the 12-month period which starts as of the date the Participant has a Separation from Service.
(c)      Beneficiary. If the Participant dies before the Cash Severance Package has been paid in full, any unpaid part of the Cash Severance Package will continue to be paid to his or her Beneficiary at the same time and in the same amounts as the payments would have been made to the Participant.
5.2.      COBRA Severance Package.
(a)      Reimbursement. If during the Protection Period a Participant has a Separation from Service by reason of a termination of his or her employment by the Corporation or the Bank without Cause or a resignation of employment by the Participant for Good Reason, the Corporation shall (subject to Section 5.4

5




and Section 5.5) make the reimbursements called for under the COBRA Severance Package in accordance with the Corporation's standard expense reimbursement policy for executives; provided, however, for purposes of complying with Code Section 409A, (1) a claim for reimbursement shall be paid by the Corporation within thirty (30) days following the date that the Corporation receives the properly completed claim for reimbursement if, and only if, the Corporation receives such claim before December 1 of the calendar year immediately following the calendar year in which the COBRA premium is paid by the Participant, (2) in no event will the reimbursement for the COBRA premiums for one calendar affect the reimbursement of COBRA premiums for any other calendar year and (3) in no event will a Participant's right to reimbursement be subject to liquidation or exchange for another benefit.
(b)      Death. The reimbursements called for in this Section 5.2 will stop with the reimbursement of the last COBRA premium paid by the Participant before his or her death.
5.3.      Outstanding Equity Grants and LTIP Awards.
(a)      Separation from Service. Subject to the terms of the applicable Stock Plan, if during the Protection Period a Participant has a Separation from Service by reason of a termination of his or her employment by the Corporation or the Bank without Cause or a resignation of employment by the Participant for Good Reason, then (1) the Participant's right to exercise any and all then outstanding stock option, warrant, restricted stock and other equity grants made to the Participant by the Corporation and the Bank shall (subject to Section 5.4 and Section 5.5) vest 100% at his or her Separation from Service and (2) the Participant's right to receive any then outstanding long term incentive plan awards shall (subject to Section 5.4 and Section 5.5) vest 100% and shall be paid at "target" in cash or shares of the Company’s common stock (as determined in the Board’s or the Compensation Committee’s discretion) when, and if, permissible under Section 5.4.
(b)      Death. If a Participant dies on or after his or her Separation from Service while any stock option, restricted stock and other equity grants described in Section 5.3(a) are outstanding, the Participant's vested interest in such grants shall pass to such person or persons as provided in the respective grants. If a Participant dies on or after his or her Separation from Service and before his or her long term incentive plan awards have been paid pursuant to Section 5.3, any payment then due pursuant to Section 5.3 shall be made to his or her Beneficiary.
5.4.      Release.
(a)      Delivery. The Corporation shall have the right to require a Participant to timely sign a Release as a condition to the receipt of any payments or benefits under this Plan.
(b)      Deadlines. The Release shall set forth the number of days which the Participant shall have to consider whether to sign and return the Release and the number of days which the Participant shall have to revoke a Release which he or she has signed. If the Participant fails to sign and return the Release to the Corporation before the end of the period he or she has to consider signing the Release or if the Participant revokes the Release before the end of period he or she has to revoke the Release, the Participant shall forfeit any right to any payments or benefits under this Plan.
(c)      Payments and Benefits. Provided that the Release shall have become irrevocable, and unless otherwise provided under the Plan, the payments and benefits called for under this Plan shall be paid or made available no later than the end of the sixty two (62) day period which starts of the date of the Participant's Separation from Service and, to the extent permissible under Code Section 409A, may be paid or made available before the end of such period. When payments are first to be made under this Section 5.4(c) or benefits are first to be made available under this Section 5.4(c), any payments or benefits which had been

6




withheld pending the Release becoming irrevocable shall be included as part of the first payment or shall be made available when benefits are first made available.
5.5.      Forfeiture Event. If a Participant has a Forfeiture Event, the Participant's participation in this Plan will immediately terminate as of the date of such Forfeiture Event, and he or she as of the date of such Forfeiture Event will forfeit any right to any further payments or benefits under this Plan. All payments made and benefits provided under this Plan shall be made or provided subject to the condition that there has been no such Forfeiture Event, a Participant by accepting any payments or benefits under this Plan shall be deemed to represent to the Corporation that there has been no such Forfeiture Event and the Corporation shall have the right to recoup any payments and benefits provided under this Plan after the date of such a Forfeiture Event. Further, the Corporation shall have the right to suspend payment of benefits under the Plan in the event that the Corporation believes that a Forfeiture Event has or may have occurred.
5.6.      Golden Parachute Tax. If the Corporation's accounting firm determines that the Cash Severance Package, the COBRA Severance Package, the benefits under Section 5.3 and any other payments or benefits payable to a Participant upon a Change in Control will if paid in full trigger the Golden Parachute Tax, the Compensation Committee will reduce the Cash Severance Package, the COBRA Severance Package, the benefits under Section 5.3, other payments or benefits payable to the Participant, or some combination of the foregoing, to the extent required to eliminate the tax or, if the Participant would after paying the Golden Parachute Tax be financially better off being paid the full Cash Severance Package, the full COBRA Severance Package, the full benefits under Section 5.3 and other payments or benefits payable to the Participant, all of the foregoing will be paid in full.
SECTION 6.     

AMENDMENT OR TERMINATION
The Plan may be amended or terminated in any respect by action of the Board or the Compensation Committee; provided that, (i) in connection with or in anticipation of a Change in Control (as determined by the Board of Directors or the Committee prior to a Change in Control), the Plan may not be amended or terminated in any manner that would materially adversely affect the outstanding rights of a Participant without his or her consent, and (ii) following a Change in Control, the Plan shall continue in full force and effect and shall not terminate, expire or be materially amended in a manner that would materially adversely affect the outstanding rights of Participants until after all Participants who become entitled to any payments hereunder shall have received such payments in full pursuant to Section 5, unless such Participant consents to such termination, expiration or amendment.
SECTION 7.     

MISCELLANEOUS
7.1.      Effective Date. The effective date of this Plan shall be October 19, 2017.
7.2.      Disputes. Any legal action based on, arising out of, or relating to this Plan shall be brought exclusively in the federal or state courts in or for Fulton County, Georgia. The Corporation and the Bank each consent, and waive any objections, to personal jurisdiction and venue in these courts, and each Participant by virtue of his or her participation in this Plan shall be deemed to consent, and waive any objections, to personal jurisdiction and venue in these courts. If the Participant is the prevailing party in any such action, the Participant shall be entitled to recover from the Corporation or from the Bank his or her reasonable attorneys' fees and all other reasonable costs and expenses incurred by the Participant in connection with

7




such action, and in the event the Corporation or the Bank is the prevailing party in any such action, the Corporation and/or the Bank should be entitled to recover from the Participant its or their reasonable attorneys’ fees and all other reasonable costs and expenses incurred by the Corporation and/or the Bank, as applicable, in connection with such action.
7.3.      No Assignment. Neither a Participant nor a Beneficiary shall have the right to assign or otherwise transfer to any person any rights whatsoever which he or she might have under this Plan.
7.4.      Governing Law. This Plan, including the exhibits hereto, shall be construed in accordance with and be governed by the laws of the State of Georgia without respect to any conflict of law rules which would require the application of the laws of another state or jurisdiction.
7.5.      Headings. The headings for the provisions of this Plan are set forth for convenience of reference and shall not be used to affect in any way the meaning or interpretation of any provision of this Plan.
7.6.      General; Unsecured Creditor Status; No Fiduciary. The status of a Participant's claim against the Corporation for a benefit under this Plan shall be the same as the status of a claim by a general and unsecured creditor of the Corporation, and any benefits payable under this Plan shall be paid solely from the Corporation's general assets. Nothing in the Plan shall create any fiduciary relationship between the Corporation and its Affiliates, officers and agents and any Participant or other person.
7.7.      Tax Withholding; No Interest. The Corporation shall have the right to make such tax withholding from the benefits paid under this Plan as required under Applicable Law. No interest shall be payable on amounts due under the Plan.
7.8.      Not Subject to ERISA. The Plan does not require an ongoing administrative scheme and, therefore, is intended to be a payroll practice which is not subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). However, if it is determined that the Plan is subject to ERISA, (i) it shall be considered to be an unfunded plan maintained by the Corporation primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees (a “top-hat plan”), and (ii) it shall be administered in a manner which complies with the provisions of ERISA that are applicable to top-hat plans.
7.9.      Compliance with Applicable Law: The Corporation may impose such restrictions on any benefits provided under the Plan as may be required under Applicable Law or as the Compensation Committee may deem advisable. Notwithstanding any other Plan provision to the contrary, the Corporation shall not be obligated to make any distribution of benefits or take any other action unless such distribution or action is in compliance with Applicable Law.
7.10.      Compliance with Recoupment, Ownership and Other Policies or Agreements: Notwithstanding anything in the Plan to the contrary, and without limiting in any way the effect of Section 5.5 herein, the Compensation Committee may, at any time, in its discretion provide that benefits payable under the Plan shall be forfeited and/or recouped if the Participant, during employment or service or following termination of employment or service for any reason, engages in certain specified conduct, including but not limited to violation of policies of the Corporation or an Affiliate, breach of non-solicitation, noncompetition, confidentiality or other restrictive covenants, or other conduct by the Participant that is determined by the Compensation Committee to be detrimental to the business or reputation of the Corporation or any Affiliate. In addition, without limiting the effect of the foregoing, as a condition to participation in the Plan and receipt or retention of any benefit under the Plan, the Compensation Committee may, at any

8




time, require that a Participant agree to abide by any equity retention policy, stock ownership guidelines, compensation recovery policy and/or other policies adopted by the Corporation or an Affiliate, each as in effect from time to time and to the extent applicable to the Participant. Further, each Participant shall be subject to such compensation recovery, recoupment, forfeiture or other similar provisions as may apply under Applicable Law.
7.11.      Code Section 409A. Notwithstanding any other provision in the Plan to the contrary, if and to the extent that Code Section 409A is deemed to apply to the Plan or any award granted under the Plan, it is the general intention of the Corporation that the Plan shall, to the extent practicable, be construed in accordance therewith. Deferrals pursuant to an award otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are permitted by the Compensation Committee and structured to be in compliance with or exempt from Code Section 409A. Without in any way limiting the effect of the foregoing, (i) in the event that Code Section 409A requires that any special terms, provision or conditions be included in the Plan, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Plan, and (ii) terms used in the Plan shall be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that the Plan shall be deemed not to comply with Code Section 409A, then neither the Corporation, the Bank, the Board, the Compensation Committee nor its or their designees or agents shall be liable to any participant or other persons for actions, decisions or determinations made in good faith. Notwithstanding any provision to the contrary in the Plan, if a Participant is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is required to be delayed pursuant to Code Section 409A(a)(2)(B), the portion, if any, of such payment so required to be delayed shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of his or her “separation from service,” or (ii) the date of his or her death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant to this Section shall be paid to the Participant (within 30 days of the expiration of the Delay Period) in a lump sum, and any remaining payments shall be made as provided in the Plan and in a manner in accordance with Code Section 409A. Whenever payments under the Plan are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A.
7.12.      Legality, Severability, and Modification. The Corporation, the Bank and the Participant covenant and agree that the provisions contained herein (expressly including Exhibit B) are reasonable and are not known or believed to be in violation of any federal, state, or local law, rule or regulation. It is the reasonable intent and expectation of the Corporation, the Bank and the Participant that the covenants shall be enforced in accordance with their terms. However, in the event a court of competent jurisdiction finds any provision herein (or subpart thereof) (expressly including those contained in Exhibit B) to be void or unenforceable, the Corporation, the Bank and the Participant agree that the court shall modify the provision(s) (or subpart(s) thereof) to make the provision(s) (or subpart(s) thereof) and this Plan valid and enforceable to the fullest extent permitted by Applicable Law. Any illegal or unenforceable provision (or subpart thereof), or any modification by any court, shall not affect the remainder of this Plan, which shall continue at all times to be valid and enforceable in accordance with its terms.
7.13.      Entire Agreement. The Plan and the exhibits thereto constitute the entire understanding between the parties regarding the subject matters addressed herein and supersede any prior oral or written agreements, promises, representations, warranties or inducements between or by the parties with regard thereto.

9




7.14.      Acknowledgement. A Participant’s participation in the Plan and receipt of any benefits by the Participant or anyone claiming through him is, unless the Compensation Committee determines otherwise, subject to the Participant’s timely execution and return of an “Acknowledgment of Plan Terms and Participation” substantially similar to the form of Acknowledgment attached hereto as Exhibit C .
ATLANTIC CAPITAL BANCSHARES, INC.
BY: /s/ Douglas L. Williams
Douglas L. Williams
TITLE: Chief Executive Officer
DATE: October 19, 2017


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EXHIBIT A
GENERAL RELEASE
I, ________________________, as an express condition of receiving the Cash Severance Package and other valuable benefits under the 2017 Change in Control Plan (Effective October 19, 2017) (the “CIC Plan”) of Atlantic Capital Bancshares, Inc. (the “Corporation”), hereby freely and voluntarily enter into this General Release. Unless otherwise indicated below, all capitalized terms in this General Release shall have the meanings set forth in the CIC Plan.
1. I understand that any payments or benefits paid or granted to me under the CIC Plan, including the Cash Severance Package, constitute consideration for signing and not revoking this General Release and are not salary, wages, benefits, or other consideration to which I was otherwise entitled. I understand and agree that I will not receive any of these payments or benefits, including the Cash Severance Package, unless I sign this General Release and do not revoke it within the time periods stated below.
2.      I knowingly and voluntarily, on behalf of myself and my spouse, heirs, executors, administrators, and assigns (collectively with me, the “Releasors”), release and forever discharge the Corporation, all of its subsidiaries and affiliates, including but not limited to Atlantic Capital Bank (the “Bank”), and all of their respective current and former officers, directors, members, employees, insurers, representatives, agents, and assigns (collectively with the Corporation and the Bank, the “Released Parties”) from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any kind or nature whatsoever, whether in law and in equity, whether KNOWN OR UNKNOWN, suspected or unsuspected, from the beginning of time through the effective date of this General Release, which I or any of the other Releasors have or may have against the Corporation or the Bank or any of the other Released Parties, including arising out of, based on, or in connection with my employment with the Corporation or the Bank or the termination of such employment, including any allegation, claim or violation arising under: Title VII of the Civil Rights Act of 1964, as amended (“Title VII”); the Civil Rights Act of 1991, as amended (the “1991 Act”); the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act) (the “ADEA”); the Equal Pay Act of 1963, as amended (the “EPA”); the Americans with Disabilities Act of 1990, as amended (the “ADA”); the Family and Medical Leave Act of 1993 (the “FMLA”); the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Corporation or the Bank, or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters (collectively the “Claims” and individually a “Claim”).
3.      I represent and warrant that I have not sold, assigned, or otherwise transferred any of the Claims to any other person or entity.
4.      I understand and acknowledge that this General Release does not waive or release any rights or claims that I may have under the ADEA that arise after the date I sign this General Release.
5.      I further understand and acknowledge that I am not waiving any right that cannot be waived under applicable law, including the right to file a charge, complaint, or claim with, or to participate in any investigation or proceeding by, any governmental agency, including the Equal Employment Opportunity

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Commission; provided, however , that, except as provided in the following sentence or as otherwise required by applicable law, I disclaim any right to share or participate in any monetary award or other individual relief resulting from any such charge, complaint, claim, investigation, or proceeding. Notwithstanding the foregoing, (i) nothing in the CIC Plan or this General Release prohibits me from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law and regulation, (ii) I do not need the prior authorization of the Bank to make any such reports or disclosures, and I am not required to notify the Bank that I have made such reports or disclosures; and (iii) the CIC Plan and this General Release do not limit my right to seek and obtain an award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. Further, notwithstanding the foregoing, I will not be held criminally or civilly liable under any federal, state or local trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and (B) solely for the purpose of reporting or investigating a suspected violation or law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade section information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.
6.      In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Corporation would not have agreed to provide the Cash Severance Package or other benefits under the CIC Plan. I further agree that in the event I bring a Claim against the Corporation or any of the other Released Parties, or in the event I seek to recover against the Corporation or any of the other Released Parties for any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by applicable law. I further represent and warrant that I am not aware of any pending legal action or administrative proceeding in which any of the Claims have been alleged or threatened.
7.      I agree that neither this General Release nor the availability of the Cash Severance Package or other benefits under the CIC Plan shall be deemed or construed at any time to be an admission by the Corporation or the Bank or any of the other Released Parties of any unlawful or improper conduct or wrongdoing of any kind or nature whatsoever.
8.      Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish or in any way affect any rights or claims arising out of any breach by the Corporation of the CIC Plan after the effective date of this General Release.
9.      Whenever possible, each provision of this General Release shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this

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General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
10.      This General Release shall be governed by the laws of the State of Georgia except to the extent that its choice of laws rules would call for the application of the laws of another state.
BY SIGNING THIS GENERAL RELEASE, I REPRESENT, ACKNOWLEDGE, AND AGREE THAT:
(a)      I HAVE READ IT CAREFULLY;
(b)      I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER TITLE VII, THE 1991 ACT, THE ADEA, THE ADA, AND THE FMLA;
(c)      I HAVE BEEN OR AM HEREBY ADVISED TO CONSULT WITH AN ATTORNEY BEFORE SIGNING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION, HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;
(d)      I HAVE BEEN GIVEN AT LEAST 45 DAYS FROM MY RECEIPT OF THIS GENERAL RELEASE TO CONSIDER IT BUT I AM FREE TO ELECT TO SIGN IT SOONER;
(e)      ANY CHANGES TO THIS GENERAL RELEASE SINCE I INITIALLY RECEIVED IT ARE NOT MATERIAL OR WERE MADE AT MY REQUEST AND WILL THEREFORE NOT RESTART THE REQUIRED 45 DAY CONSIDERATION PERIOD;
(f)      I HAVE 7 DAYS AFTER I SIGN THIS GENERAL RELEASE TO REVOKE IT IN WRITING (HAND DELIVERED, FAXED, OR POSTMARKED TO _________________), AND THIS GENERAL RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED WITHOUT ME REVOKING IT;
(g)      I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY; AND
(h)      THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED, OR MODIFIED EXCEPT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE CORPORATION AND ME.
DATE:                       


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EXHIBIT B
“FORFEITURE EVENT”
For purposes of this Exhibit B the term “Bank” shall include both the Corporation and the Bank, and a “Forfeiture Event” shall be any one or more than one of the following:
Section 1     Confidential Information and Trade Secrets.
(a)      During a Participant’s employment by the Bank, the Bank shall disclose, or has already disclosed, to a Participant for use in his or her employment, and a Participant will be provided access to and otherwise will make use of, acquire, create, or add to certain valuable, unique, proprietary, and secret information of the Bank (whether tangible or intangible and whether or not electronically kept or stored), including financial statements, drawings, designs, manuals, business plans, processes, procedures, formulas, inventions, pricing policies, customer and prospect lists and contacts, contracts, sources and identity of vendors and contractors, financial information of customers of the Bank, and other proprietary documents, materials, or information indigenous to the Bank, relating to its businesses and activities, or the manner in which the Bank does business, which is valuable to the Bank in conducting its business because the information is kept confidential and is not generally known to the Bank’s competitors or to the general public (“Confidential Information” ); provided, however, Confidential Information shall not include information generally known or easily obtained from public sources or public records, unless a Participant causes the Confidential Information to become generally known or easily obtained from public sources or public records.
(b)      To the extent that the Confidential Information rises to the level of a trade secret under applicable law, then a Participant shall, during the Participant’s employment and for so long as the Confidential Information remains a trade secret under applicable law (or for the maximum period of time otherwise allowed by applicable law) have a Forfeiture Event if he or she (i) fails to protect and maintain the confidentiality of such trade secrets or (ii) discloses, copies, or uses any such trade secrets without the Bank’s prior written consent, except as necessary in the Participant’s performance of the Participant’s duties while employed with the Bank.
(c)      To the extent that the Confidential Information does not rise to the level of a trade secret under applicable law, a Participant shall have a Forfeiture Event during the Participant’s employment and for a period of one year following any voluntary or involuntary termination of employment (whether by the Bank or the Participant), (i) if the Participant fails to protect and maintain the confidentiality of the Confidential Information or (ii) discloses, copies, or uses any Confidential Information without the Bank’s prior written consent, except as necessary in the Participant’s performance of the Participant’s duties while employed with the Bank.
(d)      Notwithstanding the foregoing, (i) nothing in the Plan prohibits a Participant from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law and regulation, (ii) a Participant does not need the prior authorization of the Bank to make any such reports or disclosures, and a Participant is not required to notify the Bank that he or she has made such reports or disclosures; and (iii) the Plan does not limit a Participant’s right to receive an award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. Further, notwithstanding the foregoing, a Participant will not be held criminally or civilly liable under any federal, state or local trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence

    




to a federal, state or local government official, either directly or indirectly, or to an attorney, and (B) solely for the purpose of reporting or investigating a suspected violation or law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade section information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.
Section 2     Return of Property of the Bank . Upon any voluntary or involuntary termination of a Participant’s employment or at any other time upon request of the Bank, the Participant shall have a Forfeiture Event if he or she fails to immediately return to the Bank all property of the Bank (including, without limitation, all documents, electronic files, records, computer disks or other tangible or intangible things that may or may not relate to or otherwise comprise Confidential Information or trade secrets (as defined by applicable law) that the Participant created, used, possessed or maintained while working for the Bank from whatever source and whenever created, including all reproductions or excerpts thereof. This Section 2 does not apply to purely personal documents of the Participant, but it does apply to business calendars, Rolodexes, customer lists, contact sheets, computer programs, disks and their contents and like information that may contain some personal matters of the Participant.
Section 3     Non-Diversion of Business Opportunity . During a Participant’s employment with the Bank and consistent with a Participant’s duties and fiduciary obligations to the Bank, a Participant shall have a Forfeiture Event if he or she (a) fails to disclose to the Bank any business opportunity that comes to the Participant’s attention during the Participant’s employment with the Bank and that relates to the business of the Bank or otherwise arises as a result of the Participant’s employment with the Bank and/or (b) takes advantage of or otherwise diverts any such opportunity for the Participant’s own benefit or that of any other person or entity without prior written consent of the Bank.
Section 4     Non-Solicitation of Customers . A Participant shall have a Forfeiture Event if, during the Participant’s employment and for a period of twelve (12) months following any employment termination, the Participant, directly or indirectly, contacts, solicits, diverts, appropriates, or calls upon, with the intent of doing business with, the customers or clients of the Bank with whom the Participant has had material contact during the last year of the Participant’s employment with the Bank, including prospects of the Bank with whom the Participant had such contact during such last year of the Participant’s employment, if the purpose of such activity is either (a) to solicit such customers or clients or prospective customers or clients for a Competitive Business (as defined in Section 5 of this Exhibit B), including, without limitation, any Competitive Business started by the Participant or (b) to otherwise encourage any such customer or client to discontinue, reduce, or adversely alter the amount of its business with the Bank.
Section 5     Competitive Business . A “Competitive Business” for purposes of this Exhibit B is an enterprise that is in the business of offering banking products and/or services, which services and/or products are similar or substantially identical to those offered by the Bank during the Participant’s employment with the Bank.
Section 6     Non-Piracy of Employees . A Participant shall have a Forfeiture Event if, during the Participant’s employment and for a period of twelve (12) months following any employment termination, the Participant, directly or indirectly: (a) solicits, recruits, or hires (or attempts to solicit, recruit, or hire) or otherwise assists anyone in soliciting, recruiting, or hiring, any employee or independent contractor (which shall not include non-exclusive outside vendors) of the Bank who performed work for the Bank within the United States of America within the last six (6) months of the Participant’s employment with the Bank or

B-2




who was otherwise engaged by or employed with the Bank at the time of such termination of employment of the Participant or (b) otherwise encourages, solicits, or supports any such employees or independent contractors to leave their employment or engagement with the Bank, in either case until such employee or contractor has been terminated or separated from the Bank for at least twelve (12) months.
Section 7      Non-Compete . A Participant shall have a Forfeiture Event if, during the Participant’s employment and for a period of twelve (12) months following any employment termination, the Participant, directly or indirectly, competes with the Bank, as an officer, director, member, principal, partner, shareholder (other than a shareholder in a company that is publicly traded and so long as such ownership is less than five percent), owner, manager, supervisor, administrator, employee, consultant, or independent contractor, by working in the Territory (as defined in this Section 7) for or as a Competitive Business in the Territory, in a capacity in which the Participant provides services that are identical or substantially similar to the services the Participant provided on behalf of the Bank. The “ Territory ” shall be defined as (i) the following counties in the State of Georgia: Barrow; Bartow; Butts; Carroll; Cherokee; Clayton; Cobb; Coweta; Dawson; DeKalb; Douglas; Fayette; Forsyth; Fulton; Gwinnett; Haralson; Heard; Henry; Jasper; Lamar; Meriwether; Newton; Paulding; Pickens; Pike; Rockdale; Spalding; and Walton, as well as (ii) the area within the city limits of Chattanooga, Tennessee, Knoxville, Tennessee, and Charlotte, North Carolina, as well as (iii) each county within which any part of the city limits of Chattanooga, Tennessee, Knoxville, Tennessee, and Charlotte, North Carolina are located, as well as (iv) the counties (including those in adjacent states, if any) that are immediately contiguous to the counties referenced in subpart (iii), as well as (v) any counties of any state in which the Bank, at the time of termination of Participant’s employment, is operating or providing services; provided, however, that the Territory described herein is a good faith estimate of the geographic area that is now applicable or that may be applicable at the termination of Participant’s employment as the area in which the Bank does or will do business during the term of Participant’s employment, and the Bank and Participant agree that this non-compete covenant shall ultimately be construed to cover only so much of such estimate as relates to the geographic areas in which the Bank does business within the two-year period preceding termination of Participant’s employment.
Section 8     Post-Termination Cause Determination . A Participant shall also have a Forfeiture Event if, following the Participant’s Separation from Service, the Compensation Committee determines that the Participant, while employed by or in service to the Bank, engaged in conduct which would constitute a “Cause” termination under the terms of the Plan without respect to any notice and cure requirements.



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EXHIBIT C
ACKNOWLEDGMENT OF PLAN TERMS AND PARTICIPATION

I, ______________________, acknowledge that I understand that I have been selected by the Compensation Committee of the Board of Directors of Atlantic Capital Bancshares, Inc. (the “Corporation”) to participate in the Atlantic Capital Bancshares, Inc. 2017 Change in Control Plan (Effective October 19, 2017), including any exhibits to the Plan (specifically including but not limited to Exhibit B/Forfeiture Events) (collectively, the “Plan”), and I acknowledge that I have received a copy of the Plan. I further acknowledge and agree to abide by the terms and conditions of the Plan and understand that my receipt of benefits, if any, under the Plan is subject to my compliance with the terms and conditions of the Plan, including but not limited to those contained in Exhibit B.

Signature: ____________________
Printed Name: _________________
Date: _________________________


    



Exhibit 10.3








Atlantic Capital Bank Severance Plan
and Summary Plan Description


EFFECTIVE DATE:
October 19, 2017









OVERVIEW OF THE PLAN
This section provides a brief overview of the Atlantic Capital Bank Severance Plan (the “Plan”). These pages are for general reference only. Each employee of Atlantic Capital Bank, N.A. (the “Company”) should read the entire Plan for a full explanation of the terms of the Plan. No employee should rely on the terms of this overview to determine employee’s rights under the Plan.
Eligibility
Regular, full-time and part-time employees of the Company generally are eligible to participate in this Plan if they do not have an employment, severance, termination, separation, change in control or similar agreement with the Company and are not participants in any other severance, termination, change in control or similar plan, policy or arrangement of the Company or Atlantic Capital Bancshares.
Entitlement to Benefits
An eligible employee generally will be entitled to receive severance benefits under this Plan if:
One of the following termination events occur:
their employment is terminated involuntarily and without Cause by the Company due to a reduction in force/downsizing or job elimination;
they terminate employment due to their position being moved by the Company without their consent to a location more than 50 miles from the location of their current position; or
they terminate employment due to the transfer by the Company without their consent to a new position that is not a comparable position (i.e., similar in skill level and salary) for reasons other than Cause, provided that, a position will not fail to be a comparable position unless it would result in a material negative change in the employment relationship;
the employee is not otherwise ineligible to receive severance benefits under the Plan;
the employee continues in active employment and good standing with the Company through a date determined by the Company; and
the employee signs, delivers to the Company, and does not revoke a Release Agreement as directed by the Company.
Severance Benefits
The severance benefits generally payable under the Plan are as follows:






Section 16 Officers and Executive Vice Presidents: 52 weeks of base pay (unless they have been employed for fewer than 6 months, in which case they will receive 26 weeks of base pay).
Senior Vice Presidents: 26 weeks of base pay (unless they have been employed for fewer than 12 months, in which case they will receive 13 weeks of base pay).
All Other Employees: 2 weeks of base pay per year of service, with a minimum of 8 weeks of base pay and a maximum of 26 weeks of base pay (unless they have been employed for fewer than 12 months (but at least 6 months), in which case they will receive 4 weeks of base pay; if they have been employed for fewer than 6 months, they will receive 2 weeks of base pay).
SECTION I
PURPOSE AND ADOPTION OF PLAN
1.1
Adoption of the Plan . The Company has adopted the Plan to be effective beginning on October 19, 2017. The Plan is an unfunded welfare benefit plan for purposes of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and a severance pay plan within the meaning of United States Department of Labor Regulations. This document serves as both the Plan document and the Summary Plan Description for the Plan. The Plan supersedes any prior severance plans, programs or policies sponsored by the Company covering employees eligible under this Plan, both formal and informal.
1.2
Purpose . The Plan is designed to provide severance benefits to eligible Employees whose employment terminates under the circumstances set forth herein and who otherwise satisfy the terms for receiving severance benefits under the Plan.
SECTION II     
DEFINITIONS
The following words and phrases used in the Plan with the initial letter capitalized shall have the meanings set forth below
2.1
Atlantic Capital Bancshares means Atlantic Capital Bancshares, Inc. and any successor in interest to Atlantic Capital Bancshares, Inc. resulting from merger, consolidation or transfer of all or substantially all of its assets. Atlantic Capital Bancshares holds all of the issued and outstanding capital stock of the Company.
2.2
Base Pay means the rate of base earnings (whether salary or hourly wages and including commissions for a Participant entitled to receive commissions) of a Participant immediately preceding his or her Termination Date:
(a)
exclusive of overtime pay, shift differential pay, bonuses, incentive compensation, equity awards, payments for accrued vacation pay or other special payments or ancillary earnings; and

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(b)
before any deductions, including, but not limited to, any federal, state or other taxes, and salary reduction amounts contributed to benefit plans or programs.
If Participant is a full-time Employee entitled to receive commissions, the Participant’s Base Pay shall be the Participant’s average weekly base earnings and commissions for the preceding twenty-six (26) weeks (exclusive of the earnings and before the deductions described above). If Participant is a part-time Employee, the Participant’s Base Pay shall be the Participant’s average hourly base earnings for the preceding twenty-six (26) weeks (exclusive of the earnings and before the deductions described above).
2.3
Cause shall exist where the Participant’s employment with the Company is terminated due to:
(a)
the Participant’s misconduct or negligence involving the Company or Atlantic Capital Bancshares;
(b)
the Participant’s repeated failure to comply with the lawful directives of any supervisory personnel;
(c)
any criminal act or act of dishonesty or willful misconduct by the Participant or any act of fraud, dishonesty or misappropriation by the Participant involving the Company or Atlantic Capital Bancshares;
(d)
the Participant’s indictment, conviction or plea of guilty or nolo contendere to a felony or a crime involving dishonesty;
(e)
the material breach by the Participant of the terms of any confidentiality, trade secrets, non-competition, non-solicitation, employment or similar agreement the Participant has with the Company or Atlantic Capital Bancshares;
(f)
acts of malfeasance or negligence by the Participant in a matter involving the Company or Atlantic Capital Bancshares;
(g)
the material failure by the Participant to perform the duties and responsibilities of Participant’s position;
(h)
the Participant’s unsatisfactory performance as evidenced by a performance review and/or documented corrective action; or
(i)
activities of the Participant that are damaging to the property, operations, business or reputation of the Company or Atlantic Capital Bancshares.
Without in any way limiting the effect of the foregoing, for purposes of the Plan, a Participant’s employment shall also be deemed to have terminated for Cause if, after the Participant’s employment has terminated, facts and circumstances are discovered that would have justified, in the opinion of the Committee, a termination for Cause.

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2.4
Code means the Internal Revenue Code of 1986, as amended.
2.5
Committee means the Joint Compensation Committee of the Boards of Directors of Atlantic Capital Bancshares and the Company and/or its designee(s) in accordance with applicable laws, rules and regulations.
2.6
Company means Atlantic Capital Bank, N.A. and its successors in interest resulting from merger, consolidation, or transfer of all or substantially all of its assets. In the Committee’s discretion, the “Company” may also include an affiliate of the Company.
2.7
Comparable Position means a position (i) which requires skills and knowledge similar to those required in the Participant’s current position, and (ii) at a salary level similar to the Participant’s current position; provided that, a position will not fail to be a “Comparable Position” unless it would result in a material negative change in the employment relationship for purposes of Section 409A.
2.8
Disability means, for any Participant, any injury, illness or sickness that qualifies as a long-term disability within the meaning of the Company’s long-term disability plan or program and on account of which such Participant is entitled to receive long-term disability benefits under such plan or program.
2.9
Effective Date means October 19, 2017.
2.10
Eligible Employee means an Employee who (a) is not a party to an employment, severance, termination, separation, change in control or similar agreement with the Company or Atlantic Capital Bancshares, and (b) is not a participant in any other severance, termination, change in control or similar plan, policy or arrangement of the Company or Atlantic Capital Bancshares. The Committee in its sole discretion shall determine whether an Employee is considered an Eligible Employee.
2.11
Employee means a full-time or part-time employee of the Company who is denoted as such on the books and records of the Company. Examples of individuals who are not “Employees” for this purpose and who are not eligible to participate in the Plan include: (1) consultants; (2) leased employees or workers; (3) individuals providing services to the Company pursuant to a contract with a third party; (4) temporary employees or workers; (5) independent contractors; (6) employees of independent contractors; (7) interns; and (8) co-op employees.
2.12
ERISA means the Employee Retirement Income Security Act of 1974, as amended.
2.13
Human Resources Department means the Company’s Human Resources Department.
2.14
Participant means any Eligible Employee who is eligible to receive Severance Benefits under the Plan if his or her employment with the Company terminates under the circumstances set forth herein and he or she otherwise satisfy the terms for receiving Severance Benefits under the Plan.

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2.15
Plan means this Atlantic Capital Bank Severance Plan, as set forth in this document and as it may be amended from time to time.
2.16
Plan Year means a twelve (12) month period commencing on each January 1 and ending on each following December 31, except for the initial Plan Year which shall commence on the Effective Date and shall end on December 31, 2017.
2.17
Qualifying Termination means the termination of the Participant’s employment (i) involuntarily and without Cause by the Company due to a reduction in force/downsizing or job elimination; (ii) by the Participant due to the Participant’s position being moved by the Company without his consent to a location more than 50 miles from the location of the Participant’s current position; or (iii) by the Participant due to the transfer by the Company without the Participant’s consent to a new position that is not a Comparable Position for reasons other than Cause. A termination by the Participant will not be treated as a Qualifying Termination unless the Participant notifies the Company of his decision to reject the new position or the transfer to a new location within the 30-day period immediately following the date on which the Participant is notified of the Company’s decision.
2.18
Release Agreement means the release and waiver agreement to be executed by a Participant in order to be eligible for and receive Severance Benefits under the Plan.
2.19
Section 409A means Section 409A of the Code.
2.20
Section 16 Officer means an officer of the Company who is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended.
2.21
Separation from Service means the termination of a Participant’s employment with the Company and Atlantic Capital Bancshares due to death, retirement or other reasons. The Participant’s employment relationship is treated as continuing while the Participant is on military leave, sick leave, or other bona fide leave of absence (if the period of such leave does not exceed six (6) months, or if longer, so long as the Participant’s right to reemployment with the Company or Atlantic Capital Bancshares is provided either by statute or contract). If the Participant’s period of leave exceeds six (6) months and the Participant’s right to reemployment is not provided either by statute or by contract, the employment relationship is deemed to terminate on the first day immediately following the expiration of such six-month period. Whether a Separation from Service has occurred will be determined based on all of the facts and circumstances and in accordance with regulations under Section 409A. An Employee’s employment with the Company will be considered to be terminated for purposes of the Plan only if the Employee incurs a Separation from Service within the meaning of Section 409A.
2.22
Severance Benefits means the severance pay that a Participant will be entitled to receive pursuant to Section 4.1(a).
2.23
Termination Date means the effective date of the termination of the Participant’s employment with the Company and Atlantic Capital Bancshares.

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2.24
Years of Service means the cumulative consecutive years of active and continuous employment with the Company and/or Atlantic Capital Bancshares or a predecessor of the Company and/or Atlantic Capital Bancshares (including approved leaves of absence of six (6) months or less or legally protected leaves of absence), beginning on the date of the Participant’s most recent date of hire with the Company and counting each anniversary thereof. A partial year of employment shall not be treated as a Year of Service. Notwithstanding the foregoing, Participants who have served less than one year shall be entitled to Severance Benefits to the extent provided in Section 4.1(a) herein.
SECTION III     
ENTITLEMENT TO SEVERANCE BENEFITS
3.1
Entitlement to Severance Benefits . A Participant will become entitled to receive Severance Benefits under the Plan only if:
(a)
the Participant’s employment is terminated due to a Qualifying Termination;
(b)
the Participant is not and does not become ineligible to receive Severance Benefits under Section 3.2, below;
(c)
the Participant continues in active employment with the Company through a date determined by the Company in accordance with Section 3.3, below; and
(d)
the Participant signs, delivers and does not revoke a Release Agreement in accordance with Section 3.4 below.
3.2
No Entitlement to Severance Benefits . Notwithstanding any other provision of the Plan, a Participant shall not become entitled to receive Severance Benefits under this Plan if:
(a)
the Participant ceases to be an Eligible Employee other than due to a reduction in force/downsizing or job elimination;
(b)
the Participant’s employment is involuntarily terminated by the Company with or without Cause and other than due to a reduction in force/downsizing or job elimination;
(c)
the Participant retires, resigns or quits for any reason whatsoever other than a reason described in Section 2.17(ii) or (iii);
(d)
the Participant terminates employment because of the Employee’s Disability or death;
(e)
the Participant is offered another position with the Company or Atlantic Capital Bancshares, with the same or higher level salary or wages, whether or not the Employee accepts such offer;

6




(f)
in case of a sale of a business operation, or part of a business operation, in which the Participant is employed, the Participant is offered employment with the purchaser or an affiliate of the purchaser, with the same or higher level salary or wages, whether or not the Participant accepts such offer;
(g)
the Participant is a party to any employment, severance, change in control, termination, separation or similar agreement between the Participant and the Company or Atlantic Capital Bancshares;
(h)
the Participant is a participant in any other severance, termination, change in control or similar plan of the Company or Atlantic Capital Bancshares, whether or not the Participant is entitled to receive any benefits thereunder;
(i)
the Participant’s employment terminates due to the Company outsourcing that Participant’s job or function if the Participant is offered employment with the vendor that will continue to provide the job or function that the Participant previously provided, with the same or higher level salary or wages, whether or not the Participant accepts such offer;
(j)
the termination of the Participant’s employment entitles the Participant to severance benefits under any agreement between the Company and the Participant or any plan, program or policy of the Company; or
(k)
the Plan is terminated pursuant to Section 7.1 of the Plan prior to the date the Participant is notified of his or her termination.
3.3
Continuation in Active Employment . A Participant shall not become entitled to receive Severance Benefits under the Plan unless he or she remains actively employed by the Company and continues to satisfactorily perform his or her duties until such date as the Company shall direct.
3.4
Release Agreement . A Participant shall not become entitled to receive Severance Benefits under the Plan unless he or she executes and delivers to the Company a Release Agreement, in the form described below, and does not revoke such Release, within the time period described below:
(a)
The Release Agreement shall be drafted by the Company and shall contain such terms and conditions as are satisfactory to the Company, including, but not limited to, (i) the release of any and all claims that the Participant may then have, as of the signing of such release, against the Company, Atlantic Capital Bancshares and their affiliates, and any of their employees, officers, directors, agents and the like, (ii) an agreement to keep the confidential information and trade secrets of the Company, Atlantic Capital Bancshares and their affiliates confidential, and (iii) an agreement not to solicit the customers or employees of the Company, Atlantic Capital Bancshares and their affiliates for a period of no less than twelve (12) months following the Termination Date.

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(b)
A Participant shall have at least twenty-one (21) days (forty-five (45) days, if it is a group termination or exit incentive) following the date the Release Agreement is given to the Participant to sign and return the Release Agreement to the Human Resources Department.
(c)
Within seven (7) days after the Participant signs the Release Agreement, the Participant shall be entitled to revoke the Release Agreement by notifying the Human Resources Department of the revocation in writing. To be effective, such notice of revocation must be received by the Human Resources Department by the close of business on the seventh (7th) day following the date the Participant returned his or her signed Release Agreement. The Release Agreement will not become effective until after the seven (7)-day revocation period expires. The revocation of a previously signed and delivered Release Agreement pursuant to the above shall be deemed to constitute an irrevocable election by the Participant to have declined benefits under the Plan.
(d)
Notwithstanding the foregoing, the Participant must sign and return the Release Agreement to the Human Resources Department and the seven-day revocation period must expire without the Participant having elected to revoke the Release Agreement within the sixty (60) days immediately following the Termination Date.
(e)
Notwithstanding the foregoing, (i) nothing in the Release Agreement or other agreement shall prohibit the Participant from reporting possible violations of law or regulation to any federal, state or local governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress and any agency Inspector General (the “Government Agencies”), or communicating with Government Agencies or otherwise participating in any investigation or proceeding that may be conducted by Government Agencies, including providing documents or other information; (ii) the Participant will not need the prior authorization of the Company or Atlantic Capital Bancshares to take any action described in (i), and the Participant will not be required to notify the Company or Atlantic Capital Bancshares that he has taken any action described in (i); and (iii) the Release Agreement shall not limit the Participant’s right to receive an award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. Further, notwithstanding the foregoing, the Participant will not be held criminally or civilly liable under any Governmental Agency’s trade secret law for the disclosure of a trade secret that (x) is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation or law; or (y) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade

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secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.
The Committee, in its sole discretion, may waive any requirement that the Participant execute a Release Agreement to become entitled to receive Severance Benefits under the Plan.
SECTION IV     
SEVERANCE BENEFITS
4.1
Severance Benefits .
(a)
Amount of Severance Benefits . A Participant who satisfies the requirements of Section III of the Plan shall become entitled to receive Severance Benefits in an amount equal to the Participant’s Base Pay for the following number of weeks, based on the Participant’s job title and Years of Service as of the Termination Date, subject to Section 5.1 below:
Participant’s Job Title
Severance Benefits
Section 16 Officer or Executive Vice President
If employed for less than 6 months: 26 weeks of Base Pay
If employed for 6 months or more: 52 weeks of Base Pay
Senior Vice President
If employed for less than 12 months: 13 weeks of Base Pay
If employed for 12 months or more: 26 weeks of Base Pay
All other positions
If employed for less than 6 months: 2 weeks of Base Pay
If employed for at least 6 months but less than 12 months: 4 weeks of Base Pay
If employed for 12 months or more: 2 weeks of Base Pay per Year of Service, with a minimum of 8 weeks of Base Pay and a maximum of 26 weeks of Base Pay

(b)
Payment of Severance Benefits . The Severance Benefits shall be paid to a Participant in such amounts and in periodic installments as were being paid to the Participant in Base Pay prior to the Termination Date (but no less frequently than monthly) beginning immediately after the Termination Date, except that any payments to be made within the sixty (60) days after the Termination Date shall be accumulated and paid (subject to Section V below) in a lump sum, on the first payroll date occurring after the Release Agreement has been executed and the applicable revocation period has expired without the Participant having revoked the Release.

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Notwithstanding anything herein to the contrary but subject to Section 5.2, the Company may elect, in its sole discretion, to pay some or all of the Severance Benefits in a single lump sum, in which case, that portion of the Severance Benefits will be paid in a single lump sum on the first payroll date occurring after the Release Agreement has been executed and the applicable revocation period has expired without the Participant having revoked the Release. Notwithstanding the foregoing, if the sixty (60)-day period after the Termination Date for the Release Agreement to become effective and irrevocable spans more than one calendar year, no payments shall be made until the first payroll period occurring within the subsequent calendar year. If the Participant dies before receiving all of his Severance Benefits payable pursuant to this Section 4.1, any remaining payments of his Severance Benefits will revert to the Company as of the date of the Participant's death and no further payments of Severance Benefits shall be made from the Plan on behalf of the Participant.
4.2
No Duplication of Benefits . Notwithstanding anything herein to the contrary, a Participant’s right to receive any Severance Benefits under the Plan is specifically conditioned upon the Participant either waiving or being ineligible for any and all benefits under any other change in control or severance benefit plans otherwise available to the Participant or any other severance, retention or change in control plan, program or agreement sponsored by the Company.
4.3
Effect of Rehire . Notwithstanding anything herein to the contrary, the Company may require a Participant to repay some or all of the Severance Benefits as a condition of reemployment. Additionally, all payments hereunder shall cease if the Participant becomes reemployed by the Company.
4.4
Effect of Violation of Release Agreement . Notwithstanding anything herein to the contrary, if the Committee determines that a Participant has breached any of the terms or conditions of the Release Agreement he or she signed as a condition for receiving Severance Benefits, the Committee may terminate the payment of those Severance Benefits and/or may require the Participant to repay some or all of the gross amount of any of those Severance Benefits.
SECTION V     
SECTION 409A
5.1
Exemption from Section 409A . It is intended that any payment or payments which is or are to be provided to a Participant in connection with this Plan shall be exempt from the applicable requirements of Section 409A, because (i) they will be paid in all events no later than the 15th day of the third month following the end of the taxable year of the Participant, or the fiscal year of the Company, in which the Participant’s right to the Severance Benefits are no longer subject to a substantial risk of forfeiture and/or (ii) satisfy the exemption for exempt separation pay under Section 409A. Accordingly, notwithstanding any other provision of the Plan, in no event will the aggregate of the weeks of Base Pay to be paid to any Participant under the Plan after the 15th day of the third month following the end of the taxable year of the Participant, or the fiscal year of the Company, in which the Participant’s right to the Severance Benefits are no longer subject to a substantial risk of forfeiture (i)

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exceed two times the lesser of (a) the Participant’s annual rate of compensation for the preceding calendar year (adjusted for any increase during that year that was expected to continue indefinitely if the Participant had not terminated employment) and (b) the Code Section 401(a)(17) qualified plan compensation limit for the calendar year in which the Participant terminates employment (i.e., $270,000 for 2017), or (ii) be paid later than December 31 of the second calendar year following the year in which the Participant terminates employment. The Company in its sole discretion will determine what adjustments will be made to comply with the foregoing limitations. Consequently, this Plan shall be operated in compliance with any available exception from Section 409A and each provision of this Plan shall be interpreted, to the extent possible, to qualify for an exception thereto.
5.2
No Acceleration or Deferral . Notwithstanding Section 5.1, if the Committee determines that all or a portion of the payments provided under the Plan constitute non-qualified deferred compensation under Section 409A then neither the Participant nor the Company shall take any action to accelerate or delay the payment of any monies in any manner which would not be in compliance with, or exempt from, Section 409A.
5.3
Specified Employee Rule . Notwithstanding Section 5.1, if the Committee determines that all or a portion of the payments provided under the Plan constitute non-qualified deferred compensation under Section 409A and if a Participant is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code (as defined below), any payment in connection with the Participant’s Separation from Service shall not be made until six (6) months after the Participant’s Separation from Service or, if earlier, the Participant’s death (the “ 409A Deferral Period ”) as and to the extent required under Section 409A. In the event such payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as, and within thirty (30) days after, the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. A “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code shall be determined on the basis of the applicable twelve (12)-month period ending on the specified employee identification date designated by the Company consistently for purposes of this Plan and similar agreements or, if no such designation is made, based on the default rules and regulations under Section 409A(a)(2)(B)(i) of the Code.
5.4
Separate Payments . For purposes of this Plan, all rights to payments hereunder shall be treated as rights to receive a series of separate payments to the fullest extent allowed by Section 409A.
5.5
Separation from Service . For purposes of determining time of (but not entitlement to) the payment or provision of any non-qualified deferred compensation under this Plan subject to Section 409A in connection with the termination of the Participant’s employment, termination of employment will be construed to mean a “separation from service” within the meaning of Section 409A where it is reasonably anticipated that the Participant will not perform any further services after that date or that the level of bona fide services that the Participant will perform after that date (whether as an employee or independent contractor)

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will permanently decrease to no more than twenty percent (20%) of the average level of bona fide services the Participant performed over the immediately preceding thirty-six (36) month period.
5.6
No Company Liability . Notwithstanding any of the provisions of this Plan, neither the Company, Atlantic Capital Bancshares, or its or their officers, directors, employees or agents shall be liable to the Participant if any payment which is to be provided pursuant to this Plan and which is considered non-qualified deferred compensation subject to Section 409A otherwise fails to comply with, or be exempt from, the requirements of Section 409A.
SECTION VI     
PLAN ADMINISTRATION
6.1
Plan Administration . Except as otherwise provided herein, the Committee shall administer the Plan. The Committee shall be the “Named Fiduciary” for purposes of ERISA and shall have the full and complete duty and discretionary authority to control, interpret and construe the Plan and manage the operations thereof. Any such interpretation and construction of any provisions of the Plan by the Committee shall be final. The Committee shall, in addition to the foregoing, exercise such other powers and perform such other duties as it may deem advisable in the administration of the Plan. The Committee may delegate some (or all) of its authority hereunder to the Human Resources Department. The Committee also may engage agents and obtain other assistance from the Company, including Company counsel. The Committee shall not be responsible for any action taken or not taken on the advice of legal counsel. The Committee is given specific authority to allocate and revoke responsibilities among its members or designees. When the Committee has allocated authority pursuant to the foregoing, the Committee shall not be liable for the acts or omissions of the party to whom such responsibility has been allocated, except to the extent provided by law.
6.2
Claims Procedures .
(a)
Initial Claim . A claim for benefits under the Plan must be submitted, in writing, to the Human Resources Department and must be signed by the Participant or, in the case of a death benefit, by Participant’s Beneficiary or legal representative. Any Participant or Beneficiary who disputes the amount of his or her entitlement to Plan benefits must file a claim in writing within one hundred eighty (180) days of the event that the Participant or Beneficiary is asserting constitutes an entitlement to such Plan benefits or, if later, within ninety (90) days of the date the payment is due. Failure by the Participant or Beneficiary to submit such claim within such time periods shall bar the Participant or Beneficiary from any claim for benefits under the Plan as the result of the occurrence of such event or the failure to make such payment. In no event shall the Participant or other claimant be entitled to challenge a decision of the Committee with respect to a claim unless and until the claims procedures herein have been complied with and exhausted.

12




(b)
Notice of Decision . Written notice of the disposition of the claim shall be furnished to the claimant within a reasonable period of time, but not later than ninety (90) days after receipt of the claim by the Human Resources Department, unless the Human Resources Department determines that special circumstances require an extension of time for processing the claim. If the Human Resources Department determines that an extension is required, written notice (including an explanation of the special circumstances requiring an extension and the date by which the Human Resources Department expects to render the benefits determination) shall be furnished to the claimant prior to the termination of the original ninety (90) day period. In no event shall such extension exceed a period of ninety (90) days from the end of the initial ninety (90) day period. If the claim is denied, the notice required pursuant to this Section shall set forth the following:
(1)
The specific reason or reasons for the adverse determination;
(2)
Special reference to the specific Plan provisions upon which the determination is based;
(3)
A description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and
(4)
An explanation of the Plan’s appeal procedure and the time limits applicable to an appeal, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA.
(c)
Appeal Procedures . Every claimant shall have the right to appeal an adverse benefits determination to the Committee (including, but not limited to, whether the Participant’s termination of employment was for Cause). Such an appeal may be accomplished by a written notice of appeal filed with the Committee within sixty (60) days after receipt by the claimant of written notification of the adverse benefits determination. Claimants shall have the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits. Claimants will be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claim for benefits, such relevance to be determined in accordance with Section 6.2(e), below. The appeal shall take into account all comments, documents, records, and other information submitted by claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.
(d)
Notice of Decision . Notice of a decision on appeal shall be furnished to the claimant within a reasonable period of time, but not later than sixty (60) days after receipt of the appeal by the Committee unless the Committee determines that special circumstances (such as the need to hold a hearing if the Committee determines that a hearing is required) require an extension of time for processing the claim. If the

13




Committee determines that an extension is required, written notice (including an explanation of the special circumstances requiring an extension and the date by which the Committee expects to render the benefits determination) shall be furnished to the claimant prior to the termination of the original sixty (60) day period. In no event shall such extension exceed a period of sixty (60) days from the end of the initial sixty (60) day period. The notice required by the first sentence of this Section shall be in writing, shall be set forth in a manner calculated to be understood by the claimant and, in the case of an adverse benefit determination, shall set forth the following:
(1)
The specific reason or reasons for the adverse determination;
(2)
Reference to the specific Plan provisions upon which the determination is based;
(3)
A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits, such relevance to be determined in accordance with Section 6.2(e), below; and
(4)
An explanation of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on appeal.
(e)
Definition of “Relevant” . For purposes of this Section, a document, or other information shall be considered “relevant” to the claimant’s claim if such document, record or other information: (1) was relied upon in making the benefit determination; (2) was submitted, considered or generated in the course of making the benefit determination, without regard to whether such document, record or other information was relied upon in making the benefit determination; or (3) demonstrates compliance with the administrative processes and safeguards required pursuant to this Section on making the benefit determination.
(f)
Decisions Final; Procedures Mandatory . To the extent permitted by law, a decision on review or appeal shall be binding and conclusive upon all persons whomsoever. To the extent permitted by law, completion of the claims procedures described in this Section shall be a mandatory precondition that must be complied with prior to commencement of a legal or equitable action in connection with the Plan by a person claiming rights under the Plan. The Committee may, in its sole discretion, waive these procedures as a mandatory precondition to such an action.
(g)
Time For Filing Legal Or Equitable Action . Any legal or equitable action filed in connection with the Plan by a person claiming rights under the Plan must be commenced not later than the earlier of: (1) the shortest applicable statute of limitations provided by law; or (2) one (1) year of the date the written copy of the Human Resources Department’s or Committee’s decision on review is delivered to the claimant in accordance with Section 6.2(b) or (d).

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SECTION VII     
AMENDMENT AND TERMINATION
7.1
General . The Plan may be amended, in whole or in part, or terminated at any time, by the Company’s Board of Directors or the Compensation Committee of the Board of Directors, subject to the following exceptions:
(a)
No amendment or termination of the Plan shall impair or abridge the obligations of the Company that have become vested and payable as the result of the previous termination of a Participant’s employment.
(b)
No amendment or termination of the Plan shall affect the rights of a Participant who was notified of his or her termination of employment before the effective date of such amendment.
(c)
No amendment may be made if it will result in a violation of Section 409A and any such amendment shall at no time have any legal validity.
7.2
Amendments to Comply with the Law . Notwithstanding the foregoing, the Plan may be amended at will at any time and from time to time unilaterally by the Board to reflect changes necessary due to revisions to, or interpretations of: (1) ERISA; (2) the Code; or (3) any other provision of applicable state or federal law.
SECTION VIII     
MISCELLANEOUS
8.1
Withholding . Any payments or benefits provided for hereunder shall be paid or delivered subject to any applicable withholding required under federal, state or local law.
8.2
Binding Agreement / Successors . Subject to the right of the Company to amend or terminate the Plan, and the Committee’s right to interpret the Plan, the Plan shall be for the benefit of and be enforceable by, a Participant’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.
8.3
No Right of Assignment . Neither a Participant nor any person taking on behalf of a Participant may anticipate, assign or alienate (either by law or equity) any benefit provided under the Plan and the Company shall not recognize any such anticipation, assignment or alienation. Furthermore, to the extent permitted by law, a benefit under the Plan is not subject to attachment, garnishment, levy, execution or other legal or equitable process.
8.4
No Employment or Service Contract . Notwithstanding anything to the contrary contained in the Plan, by the execution of the Plan, the Company does not intend to change the employment-at-will relationship with any of its employees. Instead, the Company retains its absolute right to terminate the employment or service of any Participant at any time for any reason.

15




8.5
Mitigation of Benefits . A Participant shall not be required to mitigate the amount of payment provided for in the Plan by seeking other employment or otherwise, and except as set forth in the Plan, the amount of any payment or benefit provided for shall not be reduced by any compensation earned by the Participant as the result of employment by another employer, or by retirement benefits received.
8.6
Notices . For the purpose of the Plan, and except as specifically set forth herein, notices and all other communications provided for in the Plan shall be in writing and shall be deemed to have been duly given when hand-delivered or mailed by United States certified mail, return receipt requested, postage prepaid, addressed to the Participant or Employee at his or her last known address, and to the Company at Atlantic Capital Bank, N.A., 3280 Peachtree Road, Suite 1600, Atlanta, GA 30305, provided that all notices to the Company shall be directed to the attention of the Human Resources Department; or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.
8.7
Service of Process . The Corporate Secretary of the Company shall be the agent for service of process in matters relating to the Plan.
8.8
ERISA Plan . The Plan shall be interpreted as, and is intended to qualify as, a severance pay plan under ERISA, and therefore does not constitute an employee pension benefit plan pursuant to Section 3(2) of ERISA.
8.9
Effect on Other Plans Sponsored by the Company . Nothing in this Plan is intended to or shall be construed to require the Company to establish or continue in effect any particular plan or benefit sponsored by the Company. The Company reserves the right to amend or terminate any of its benefit programs at any time under the procedures contained in those plans.
8.10
Construction . The masculine gender, when appearing in the Plan, shall include the feminine gender (and vice versa), and the singular shall include the plural, unless the Plan clearly states to the contrary. Headings and subheadings are for the purpose of reference only and are not to be considered in the construction of the Plan. If any provision of the Plan is determined to be for any reason invalid or unenforceable, the remaining provisions shall continue in full force and effect.
8.11
Governing Law . All of the provisions of the Plan shall be construed and enforced according to the laws of the State of Georgia and shall be administered according to the laws of such state, except as otherwise required by ERISA, the Code, or other applicable Federal law. To the extent lawful, the Company and each Participant or person claiming benefits under the Plan consents irrevocably to jurisdiction, service and venue in connection with any claim or controversy arising out of this Plan in the courts of the State of Georgia located in Fulton County, Georgia, and in the federal courts in the Northern District of Georgia.
8.12
Unsecured Creditor Status . The status of a Participant’s claim against the Company for a benefit under the Plan shall be the same as the status of a claim by a general and unsecured

16




creditor of the Company, and any benefits payable under the Plan shall be paid solely from the Company’s general assets. Nothing in the Plan shall create any fiduciary or trust relationship between the Company and Atlantic Capital Bancshares and any Participant or other person.
IN WITNESS WHEREOF , the Company has caused this Plan document to be executed by its duly authorized representative as of the 19th day of October, 2017.
ATLANTIC CAPITAL BANK, N.A.
By: /s/ Douglas L. Williams
Name: Douglas L. Williams
Title: Chief Executive Officer


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General Plan Information
Plan Name
Atlantic Capital Bank Severance Plan
Plan Sponsor
Atlantic Capital Bank, N.A.
3280 Peachtree Rd NE, Suite 1600
Atlanta, GA 30305
855-693-7422
Employer Identification Number (EIN)
62-1816536
Plan Number
504
Plan Type
The Plan is a welfare benefit plan that provides severance pay upon certain qualifying terminations of employment. The benefits under the Plan are provided out of the general assets of the Company.
Plan Administrator
Plan Administrator, Atlantic Capital Bank Severance Plan
c/o Atlantic Capital Bank, N.A.
3280 Peachtree Rd NE, Suite 1600
Atlanta, GA 30305
Attention: Chief Human Resources Officer

855-693-7422
Agent for Service of Legal Process
The Corporate Secretary of the Company
Plan Year
The calendar year, except for the initial Plan Year which will commence on the Effective Date of the Plan and will end on December 31, 2017.


18





ERISA Rights Statement
As participant in this Plan, you are entitled to certain rights and protections under ERISA. ERISA provides that all Plan participants shall be entitled to:
examine, without charge at the Plan Administrator’s office and at other specified locations, such as worksites, all documents governing the Plan, including collective bargaining agreements, and a copy of the latest Annual Report (Form 5500 series), if any, filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration (f/k/a the Pension Welfare Benefits Administration).
obtain copies of all documents governing the operation of the Plan including collective bargaining agreements and copies of the latest Annual Report (Form 5500 series), if any, and an updated summary plan description, by making a written request to the Plan Administrator and paying a reasonable charge for the copies.
receive a summary of the Plan’s annual financial report. The Plan Administrator is required by law to furnish each participant under the Plan with a copy of this summary annual report.
In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate the Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in your interest and in the interest of the other Plan participants and beneficiaries.
No one, including your employer or any other person may fire you or otherwise discriminate against you, in any way solely to prevent you from getting a benefit or exercising your rights under ERISA. If your claim for a benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.
Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents or the latest Annual Report from the Plan and do not receive them within thirty (30) days, you may file suit in federal court. In such a case, the court may require the Plan Administrator to provide the documents and pay you up to $110 a day until you receive them, unless they were not sent because of reasons beyond the control of the Plan Administrator.
If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or federal court. If it should happen that Plan fiduciaries misuse the Plan’s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If your suit is successful, the court may order the person you have sued to pay costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.

19




If you have any questions about the Plan, you should contact the Plan Administrator. If you have any questions about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

20

EXHIBIT 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THE EXCHANGE ACT,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Douglas L. Williams, certify that:
 
1.
I have reviewed this quarterly report on Form 10-Q of Atlantic Capital Bancshares, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and




5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2017

 
 
 
 
/s/ Douglas L. Williams
 
Douglas L. Williams
 
Chief Executive Officer





EXHIBIT 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THE EXCHANGE ACT,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Patrick T. Oakes, certify that:
 
1.
I have reviewed this quarterly report on Form 10-Q of Atlantic Capital Bancshares, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and




5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2017

 
 
 
 
/s/ Patrick T. Oakes
 
Patrick T. Oakes
 
Executive Vice President, Chief Financial Officer, and Secretary





EXHIBIT 32.1


CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Douglas L. Williams, Chief Executive Officer of Atlantic Capital Bancshares, Inc. (the “Company”), certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:

 
 
(1)
the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended September 30, 2017 (the “Report”), as filed with the Securities and Exchange Commission, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 
 
(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company on the dates and for the periods presented therein.


 
 
 
 
 
November 9, 2017
/s/ Douglas L. Williams
 
 
    Douglas L. Williams
 
 
    Chief Executive Officer
 
 
 
 
 
 


EXHIBIT 32.2


CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Patrick T. Oakes, Chief Financial Officer of Atlantic Capital Bancshares, Inc. (the “Company”), certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:

 
 
(1)
the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended September 30, 2017 (the “Report”), as filed with the Securities and Exchange Commission, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 
 
(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company on the dates and for the periods presented therein.


 
 
 
 
 
November 9, 2017
/s/ Patrick T. Oakes
 
 
    Patrick T. Oakes
 
 
Executive Vice President, Chief Financial Officer, and Secretary